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

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 or any Borrower has been required to pay any Taxes in respect of any Lender pursuant to subsection 10.12, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, shall pay to the transferor Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice or certificate pursuant to subsection 10.10 described in Section 5.2, (c) Holdings or any Borrower has been Obligor is required to pay additional amounts to any Taxes in respect Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 5.1, (d) [reserved] or (e) any Lender is a Defaulting Lender, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), 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 subsection 18.6) Section 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) no such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority and 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 Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for its the account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and of such Lender hereunder (including any amounts that would be payable under Subsection 10.11 if Sections 5.1, 5.2, 5.3 and 5.4), (iv) such amount were a prepayment made in the amount and on assignment is consummated within 180 days after the date of such assignment. (b) In on which the event that any Multicurrency Lender (including a Transferee) does notBorrower’s right under this Section 5.8 arises, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment resulting from payments required to another Lenderbe made pursuant to Section 5.1, such assignee assignment will result in a reduction in such payments thereafter and (v) if the consent of the Agent, any Letter of Credit Issuer or 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 or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall assign waive its rights in respect of such circumstances or event under Section 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 5.8 and presentation to such assignor Multicurrency replaced Lender a 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 an Assignment and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments Acceptance evidencing an assignment pursuant to this Section 5.8, the two precedent sentences Borrower shall be effected in accordance with subsection 18.6(c) andentitled (but not obligated), as a condition to such assignment, simultaneously with such assignment, upon receipt by the U.S. Borrower shall pay or cause replaced Lender of all amounts required to be paid all amounts due under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the assignor Multicurrency Lender extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and the assignee Lender hereunder on the effective date of such assignmentsSection 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an "Increased Cost Lender") or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to subsection 10.12any of the provisions hereof described in Section 10.08(e), the U.S. consent of all Lenders required hereunder would have been obtained but for such Lender's failure to consent (such Lender, a "Non-Consenting Lender"); then, with respect to each such Non-Consenting Lender and Increased Cost 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender's account or owed to it hereunder, 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 amount and on the date of such assignmentCommitment Fees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. If (a) In the event that any Lender Bank (i) shall have delivered a notice or certificate pursuant to subsection 10.10 Section 10.3, (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 has been to satisfy the conditions precedent to the making of such Loan or issuance of such Letter of Credit hereunder, or (b) the Borrower shall be required to pay make additional payments to any Taxes in Bank under Section 13.1 (or would be required to make such additional payments with respect of to any Lender pursuant to subsection 10.12future interest payment), the U.S. Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender Bank and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 13.12(a) hereof) all its of such assigning Bank’s interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligationsassignee; provided provided, however, that (iA) no such assignment shall conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and governmental authority, (iiB) the Borrower or the assignee, as the case may be, such assignee Bank shall pay to the transferor Lender affected Bank in immediately available funds on the date 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 payment on the Loans made by it such Bank hereunder and all other amounts accrued for its such Bank’s account or owed to it hereunder, including, without limitation, together with amounts payable pursuant to subsection 10.10 and any amounts that would be payable due the affected Bank under Subsection 10.11 Section 2.4 hereunder as if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 it were repaid on such Multicurrency Lender date rather than assigned, and provided that any assignment fees or other expenses otherwise payable to the entire Multicurrency Commitment of Agent in connection with such Multicurrency Lender assignment pursuant to one or more Lenders selected Section 13.12(a) shall be paid by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsBorrower.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 9.10 or any Borrower has been required to pay any Taxes in respect of any Lender pursuant to subsection 10.129.12, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.617.6) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.617.6) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, shall pay to the transferor Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 9.10 and any amounts that would be payable under Subsection 10.11 9.11 if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender (including its obligation to share risk participations in any Swing Line Multicurrency Loans) to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (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 the two precedent sentences shall be effected in accordance with subsection 18.6(c17.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to subsection 10.12the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the U.S. consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, hereunder (including, without limitation, amounts payable pursuant any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to subsection 10.10 the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any amounts Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that would the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be payable under Subsection 10.11 if such amount were a prepayment made recorded in the amount and on the date of such assignmentRegister. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.12 or any 2.13, or a Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant to subsection 10.12under Section 2.18, Alcoa (in the case of a U.S. Borrower Lender) and Alcoa of Australia (in the case of an Australian Lender) shall have the right, at its own expense, upon notice to such Lender and the General Administrative AgentAgents, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligations; provided provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower Alcoa or the assignee, as the case may be, shall pay (or, in the case of Alcoa, cause another Borrower to pay) to the transferor affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Australian Lender (including shall have delivered a Transferee) does notnotice or certificate pursuant to Section 2.12, for or the obligation of any reasonAustralian Lender to extend Australia/U.S. Loans shall have been suspended or terminated in accordance with Section 2.08 or Section 2.13(b), deliver all forms and certificates required then Alcoa of Australia may require such Australian Lender to permit all payments by all Foreign Subsidiary Borrowers hereunder make Australia/U.S. Loans to be made free and clear ofto Alcoa of Australia available in Australian Dollars on the terms of this Agreement, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to the lesser of provided that: (i) the aggregate Original Dollar Amount of all Australia/U.S. Loans outstanding at any time shall not exceed the Total Australia/U.S. Commitment at that time; and the aggregate Original Dollar Equivalent Amount of the amount of Multicurrency all Australia/U.S. Loans assigned to made by such assignee Australian Lender and outstanding at any time shall not exceed the Australia/U.S. Commitment of such Australian Lender at that time; (ii) a notice of Borrowing may be given at any time up to close of business on the Business Day prior to the date of the proposed Australia/U.S. Loan to be made to Alcoa of Australia; (iii) interest on each Australia/U.S. Loan to Alcoa of Australia denominated in Australian Dollars will be computed on a daily basis on a year of 365 days; (iv) the rate of interest for each Australia/U.S. Loan to Alcoa of Australia denominated in Australian Dollars for each Interest Period will be the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing the Bill Rate for that Interest Period and the Axxxxcable Margin; and (v) all payments in Australian Dollars shall be made to such assignee Lenderaccounts as are nominated by such Australian Lender and Alcoa of Australia respectively at such time. Any such assignments pursuant If any Australia/U.S. Loan to the two precedent sentences shall be effected Alcoa of Australia is denominated in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignmentAustralian Dollars, the applicable Australian Lender, acting in good faith, shall if requested use all reasonable efforts to assist Alcoa of Australia to convert the proceeds into another currency and/or to hedge any currency exposure arising from the Australia/U.S. Borrower shall pay Loan to Alcoa of Australia being denominated in Australian Dollars including entering into foreign exchange or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentscurrency swap transactions at market rates.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender the Administrative Agent shall have delivered a notice or certificate pursuant to subsection 10.10 or any Borrower has been required to pay any Taxes in respect on behalf of any Lender pursuant to subsection 10.12Section 2.10, 2.12 or 2.16, the U.S. Loan Parties shall be required to make additional payments to any Lender under Section 2.16, or any Lender shall become a Defaulting Lender, the Borrower shall have the right, at its own expense, upon notice to such Lender and the General 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 assign, without recourse (or discount, in accordance with and subject to the restrictions contained in subsection 18.6) Section 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 Obligations) to another bank one or more financial institution identified institutions chosen by the U.S. Borrower (and reasonably acceptable to approved by the General Administrative Agent (subject to and the restrictions contained in subsection 18.6Issuing Lender, which approval shall not be unreasonably withheld) which shall have agreed to so acquire and assume such interests, rights and obligations; provided that (i) no . A Lender shall not be required to make any such transfer and assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, shall pay unless all Obligations owing to the transferor Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunderLender, including, without limitation, amounts payable 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 circumstances entitling the Borrower to require such a transfer and assignment cease to apply as a result of such Lender’s withdrawing its notice or certificate 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does notSection 2.10, 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 2.12 or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and2.16, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsapplicable.

Assignment of Commitments Under Certain Circumstances. If (a) In the event that any Lender shall have delivered Company receives a notice or certificate pursuant from a Bank requesting an amount be paid to subsection 10.10 such Bank under Section 14.3 hereof and the Required Banks have not similarly made requests for payment arising out of the same circumstances or (b) the obligation of any Bank to make or maintain any Eurocurrency Loan has terminated under Section 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 Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required by the terms of this Agreement or (d) any Borrower has been shall be required to pay make additional payments to any Taxes Bank under Section 17.1 hereof (or would be required to make such additional payments with respect to any future interest payment) or (e) any Bank is unable to make or fund a participation in respect of any Lender pursuant Loan denominated in an Alternative Currency and the Required Banks have not similarly been unable to subsection 10.12make 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 U.S. Borrower Company shall have the right, but not the obligation, at its own expense, upon notice to such Lender Bank and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 17.12(a) hereof) all its of such assigning Bank's interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligationsassignee; provided provided, however, that (iA) no such assignment shall conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and governmental authority, (iiB) the Borrower or the assignee, as the case may be, such assignee Bank shall pay to the transferor Lender affected Bank in immediately available funds on the date 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 payment on the Loans made by it such Bank hereunder and all other amounts accrued for its such Bank's 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or Borrower has been shall be required to pay any Taxes in respect of make additional payments or indemnity payments to any Lender pursuant under Section 2.16 (each, an “Increased Cost Lender”); then, with respect to subsection 10.12each such Increased Cost Lender, the U.S. Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Increased Cost Lender and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by such assignee, and the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject shall record such assignment in the Register; provided, however, that no Increased Cost Lender shall be obligated to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the such assignee or Borrower or the assignee, as the case may be, shall pay to the transferor affected Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment payment, or applicable claim, on the Loans made by it such Increased Cost Lender, 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 its such Increased Cost Lender’s 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender hereunder (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsFees).

Assignment of Commitments Under Certain Circumstances. (a) In the event that (i) any Lender shall have delivered delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender delivers a notice or certificate pursuant to subsection 10.10 or any described in Section 2.14, (iii) a Borrower has been is required to pay any Taxes in respect additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 2.19 or (iv) the short-term ratings of any Lender drop below A-1 or P-1, the U.S. such Borrower shall have the rightmay, at its own sole expense, effort and discretion, 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 subsection 18.6) Section 9.04), all of its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) an assignee which shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) such Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (iiz) the such Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor affected Lender in immediately available funds on an amount equal to the date sum of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder (other than Competitive Loans) of such Lender plus all Fees and all other amounts accrued for its the account of such Lender hereunder (including any amounts under Section 2.13 and Section 2.15); provided further that if prior to any such transfer and assignment the circumstances or owed to it hereunder, including, without limitation, event that resulted in such Lender's claim for compensation under Section 2.13 or notice under Section 2.14 or the amounts payable paid pursuant to subsection 10.10 and any Section 2.19, as the case may be, cease to cause such Lender to suffer increased costs or reductions in amounts that would be 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 Subsection 10.11 Section 2.19, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such amount were a prepayment made Lender shall waive its right to claim further compensation under Section 2.13 in the amount and on the date respect of such assignmentcircumstances or event or shall withdraw its notice under Section 2.14 or shall 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. (b) In the event that If (i) any Multicurrency Lender shall request compensation under Section 2.13, (including ii) any Lender delivers a Transfereenotice described in Section 2.14 or (iii) does not, for any reason, deliver all forms and certificates a Borrower is required to permit all payments pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 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 all Foreign Subsidiary Borrowers it to be significant) to assign its rights and delegate and transfer its obligations hereunder to be made free another of its offices, branches or affiliates, if such assignment would reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future. The Borrowers hereby agree to pay all reasonable costs and clear of, and without deduction or withholding for or on account of, expenses incurred by 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to in connection with any such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 delegation and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentstransfer.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or the Borrower has been shall be required to pay make additional payments to any Taxes Lender under Section 2.16 (each, an “Increased Cost Lender”) or in respect the event any Lender (a “Non-Consenting Lender”) does not consent to any proposed amendment to this Agreement pursuant to Section 9.02 for which the consent of each Lender or each Lender of any Lender pursuant Class is required and to subsection 10.12which the Requisite Lenders or Requisite Lenders of such Class, as applicable, have consented, then, the U.S. Borrower shall have the right, but not the obligation, at its own expensethe expense of the Borrower, upon notice to such Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender”) and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.10) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent make any such assignment unless (subject to the restrictions contained in subsection 18.6a) which shall assume such obligations; provided that (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (iib) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, hereunder (including, without limitation, amounts payable pursuant to subsection 10.10 any Commitment Fees) and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made (c) in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Non-Consenting Lender, such assignee each Non-Consenting Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to whose consent is required in connection with the lesser of (i) the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments proposed amendment is removed pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsthis Section 2.20.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or Borrower has been or the Additional Borrower shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an “Increased Cost Lender”), then, with respect to subsection 10.12each such Increased Cost Lender (the “Terminated Lender”), Borrower or the U.S. Borrower Additional Borrower, as applicable, shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank such other Lender or financial institution identified by the U.S. Borrower and reasonably acceptable assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, affected Terminated Lender shall pay to the transferor Lender have been paid in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such Terminated Lender all fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for its such Terminated Lender’s account or owed to it hereunder, hereunder (including, without limitation, amounts payable pursuant to subsection 10.10 and any amounts the Applicable Prepayment Penalty that would be payable under Subsection 10.11 if such amount were Terminated Lender’s Loans had been repaid at such time). Each Lender agrees that, if it becomes a prepayment made 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 Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the amount and on the date of such assignmentRegister. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice or certificate pursuant to subsection 10.10 or described in Section 5.2, (c) any Borrower has been Obligor is required to pay additional amounts to any Taxes in respect Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 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, the U.S. Borrower shall have the rightBorrowers may, at its own expensetheir 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 General Administrative Agent, to require such Lender to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) Section 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligations; assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and having jurisdiction, (ii) the Borrower or the assignee, as except in the case may beof clause (d) above, no Event of Default shall pay have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to the transferor such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for its 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 arises, and (v) if the consent of the Agent, any Issuing Bank or owed to it hereunder, including, without limitation, amounts payable any Canadian Funding Bank is required pursuant to subsection 10.10 and 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 or demand for additional amounts that would be payable under Subsection 10.11 Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such amount were a prepayment made Lender shall waive its rights in the amount and on the date respect of such assignment. (b) circumstances or event under Section 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 any Multicurrency a replaced Lender (including a Transferee) does not, for any reason, deliver all forms not execute an Assignment and certificates required Acceptance pursuant to permit all payments Section 12.2 within two Business Days after receipt by all Foreign Subsidiary Borrowers hereunder such replaced Lender of notice of replacement pursuant to be made free this Section 5.8 and clear of, presentation to such replaced Lender of an Assignment and without deduction or withholding for or on account of, any TaxesAcceptance evidencing an assignment pursuant to this Section 5.8, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency LenderBorrowers shall be entitled (but not obligated), 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected receipt by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess replaced Lender of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause all amounts required to be paid all amounts due under this Section 5.8, 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 assignor Multicurrency Lender extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and the assignee Lender hereunder on the effective date of such assignmentsSection 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 4.2, or certificate pursuant to subsection 10.10 or any Borrower has been (c) the Borrowers are required to pay additional amounts to any Taxes in respect Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 4.1 in an aggregate amount in excess of $100,000, the U.S. Borrower shall have the rightBorrowers may, at its own expensetheir sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a)), 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 subsection 18.6) Section 11.2), all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligations; assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and having jurisdiction, (ii) no Event of Default shall have occurred and be continuing, (iii) the Borrower Borrowers or the assignee, as the case may be, such assignee shall pay have paid to the transferor such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for its the account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and of such Lender hereunder (including any amounts that would be payable under Subsection 10.11 if Sections 4.1, 4.2 and 4.3), (iv) such amount were a prepayment made in the amount and on assignment is consummated within ninety (90) days after the date of on which the Borrowers’ right under this Section arises, and (v) such assignment. (b) In assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that any Multicurrency Lender (including a Transferee) does notresulted in such Lender’s request or notice under Section 4.2 or 4.3 or demand for additional amounts under Section 4.1, as the case may be, shall cease to exist or become inapplicable for any reason, deliver all forms and certificates or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.1, 4.2 or 4.3, as the case may be, then such Lender shall not thereafter be required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any make such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentshereunder.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or Borrower has been or the Additional Borrower shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an “Increased Cost Lender”) or (b) any Lender is a Defaulting Lender, then, with respect to subsection 10.12each such Defaulting Lender or Increased Cost Lender (the “Terminated Lender”), Borrower or the U.S. Borrower Additional Borrower, as applicable, shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank such other Lender or financial institution identified by the U.S. Borrower and reasonably acceptable assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, affected Terminated Lender shall pay to the transferor Lender have been paid in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, hereunder (including, without limitation, amounts payable pursuant any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to subsection 10.10 the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any amounts Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that would the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be payable under Subsection 10.11 if such amount were a prepayment made recorded in the amount and on the date of such assignmentRegister. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice or certificate pursuant to subsection 10.10 or described in Section 5.2, (c) any Borrower has been Obligor is required to pay additional amounts to any Taxes in respect Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 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 U.S. Borrower shall have the rightBorrowers may, at its own expensetheir 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 General Administrative Agent, to require such Lender to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) Section 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and having jurisdiction, (ii) the Borrower or the assignee, as except in the case may beof clause (d) above, no Event of Default shall pay have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to the transferor such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for its 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 owed to it hereunder, including, without limitation, amounts payable any Swingline Lender is required pursuant to subsection 10.10 and 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 that would be payable under Subsection 10.11 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 amount were a prepayment made Lender shall waive its rights in the amount and on the date respect of such assignment. (b) 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 any Multicurrency a replaced Lender (including a Transferee) does not, for any reason, deliver all forms not execute an Assignment and certificates required Acceptance pursuant to permit all payments Section 12.2 within two Business Days after receipt by all Foreign Subsidiary Borrowers hereunder such replaced Lender of notice of replacement pursuant to be made free this Section 5.10 and clear of, presentation to such replaced Lender of an Assignment and without deduction or withholding for or on account of, any TaxesAcceptance evidencing an assignment pursuant to this Section 5.10, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency LenderBorrowers shall be entitled (but not obligated), 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected receipt by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess replaced Lender of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause all amounts required to be paid all amounts due under this Section 5.10, 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 assignor Multicurrency Lender extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and the assignee Lender hereunder on the effective date of such assignmentsSection 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice or certificate pursuant to subsection 10.10 described in Section 5.2, (c) Holdings or any Borrower has been Obligor is required to pay additional amounts to any Taxes in respect Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 5.1, (d) [reserved] or (e) any Lender is a Defaulting Lender, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), 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 subsection 18.6) Section 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) no such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority and 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 Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for its the account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and of such Lender hereunder (including any amounts that would be payable under Subsection 10.11 if Sections 5.1, 5.2, 5.3 and 5.4), (iv) such amount were a prepayment made in the amount and on assignment is consummated within 180 days after the date of such assignment. (b) In on which the event that any Multicurrency Lender (including a Transferee) does notBorrower’s right under this Section 5.8 arises, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment resulting from payments required to another Lenderbe made pursuant to Section 5.1, such assignee assignment will result in a reduction in such payments thereafter and (v) if the consent of the Agent, any Letter of Credit Issuer or 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 Xxxxxx’s request or notice under Section 5.2 or 5.3 or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall assign waive its rights in respect of such circumstances or event under Section 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 Xxxxxx 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 5.8 and presentation to such assignor Multicurrency replaced Lender a 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 an Assignment and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments Acceptance evidencing an assignment pursuant to this Section 5.8, the two precedent sentences Borrower shall be effected in accordance with subsection 18.6(c) andentitled (but not obligated), as a condition to such assignment, simultaneously with such assignment, upon receipt by the U.S. Borrower shall pay or cause replaced Lender of all amounts required to be paid all amounts due under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Xxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the assignor Multicurrency Lender extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and the assignee Lender hereunder on the effective date of such assignmentsSection 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13, or any the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.14 (each, an “Increased Cost Lender”) or (b) subject to subsection 10.12the terms and conditions of Section 9.08(f), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(f) with respect to which the 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 each 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor each affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder such Terminated Lender and all other amounts accrued for its such Terminated Lender’s account or owed to it hereunder. Each Lender agrees that, includingif it becomes a Terminated Lender, without limitationit shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, amounts payable pursuant however, that the failure of any Terminated Lender to subsection 10.10 execute an Assignment and any amounts that would Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be payable under Subsection 10.11 if such amount were a prepayment made recorded in the amount and on the date of such assignmentRegister. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice or certificate pursuant to subsection 10.10 described in Section 5.2, (c) Holdings or any Borrower has been Obligor is required to pay additional amounts to any Taxes in respect Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 5.1, (d) [reserved] or (e) any Lender is a Defaulting Lender, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), 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 subsection 18.6) Section 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) no such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority and 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 Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for its the account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and of such Lender hereunder (including any amounts that would be payable under Subsection 10.11 if Sections 5.1, 5.2, 5.3 and 5.4), (iv) such amount were a prepayment made in the amount and on assignment is consummated within 180 days after the date of such assignment. (b) In on which the event that any Multicurrency Lender (including a Transferee) does notBorrower’s right under this Section 5.8 arises, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment resulting from payments required to another Lenderbe made pursuant to Section 5.1, such assignee assignment will result in a reduction in such payments thereafter and (v) if the consent of the Agent, any Letter of Credit Issuer or 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 or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall assign waive its rights in respect of such circumstances or event under Section 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 Xxxxxx 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 5.8 and presentation to such assignor Multicurrency replaced Lender a 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 an Assignment and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments Acceptance evidencing an assignment pursuant to this Section 5.8, the two precedent sentences Borrower shall be effected in accordance with subsection 18.6(c) andentitled (but not obligated), as a condition to such assignment, simultaneously with such assignment, upon receipt by the U.S. Borrower shall pay or cause replaced Lender of all amounts required to be paid all amounts due under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Xxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the assignor Multicurrency Lender extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and the assignee Lender hereunder on the effective date of such assignmentsSection 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.12(b), 2.14 or 2.15, or any Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (an "Increased Cost Lender"), then, with respect to subsection 10.12each such Increased Cost Lender, the U.S. Borrower Borrowers shall have the right, but not the obligation, at its their own expense, upon notice to such Increased Cost Lender and the General Administrative Applicable Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Increased Cost Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower such assignee or the assignee, as the case may be, Borrowers shall pay to the transferor affected Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such Increased Cost Lender and participations in LC Disbursements held by such Increased Cost Lender hereunder and all other amounts accrued for its such Lender's account or owed to it hereunder, 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 amount and on the date of such assignmentFees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 3.6, (b) any Lender delivers a notice described in Section 3.8 or certificate pursuant to subsection 10.10 or any (c) the Borrower has been is required to pay any Taxes in respect additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 3.10, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort (including with respect to the processing and recordation fee referred to in Section 10.3(b)), 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 subsection 18.6) Section 10.3(b)), all of its interests, rights and obligations under this Amended Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligations; assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (iA) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) no Event of Default shall have occurred and be continuing and (iiC) the Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor affected Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, respectively, plus all Fees and all other amounts accrued for its the account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and of such Lender hereunder (including any amounts under Section 3.6, 3.10 and Section 3.11); provided further that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, for any reason, deliver all forms and certificates required prior to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment the circumstances or event that resulted in such Lender's request or notice under Section 3.6 or 3.8 or demand for additional amounts under Section 3.10, as the case may be, shall cease to another Lender, exist or become inapplicable for any reason or if such assignee Lender shall assign to waive its rights in respect of such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) andcircumstances or event under Section 3.6, 3.8 or 3.10, as a condition the case may be, then such Lender shall not thereafter be required to make such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsassignment hereunder.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 5.10 or any Borrower has been required to pay any Taxes in respect of any Lender pursuant to subsection 10.125.12, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.613.6) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.613.6) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, shall pay to the transferor Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 5.10 and any amounts that would be payable under Subsection 10.11 subsection 5.11 if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c13.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. In the event ----------------------------------------------------- (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 3.6, (b) any Lender delivers a notice described in Section 3.8 or certificate pursuant to subsection 10.10 or any (c) the Borrower has been is required to pay any Taxes in respect additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 3.10, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort (including with respect to the processing and recordation fee referred to in Section 10.3), 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 subsection 18.6) Section 10.3), all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligations; assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (iA) no such assignment shall not -------- conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) no Event of Default shall have occurred and be continuing and (iiC) the Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, respectively, plus all Fees and all other amounts accrued for its the account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and of such Lender hereunder (including any amounts under Section 3.6, 3.10 and Section 3.11); provided further that would be payable if prior to any such -------- ------- assignment the circumstances or event that resulted in such Lender's request or notice under Subsection 10.11 Section 3.6 or 3.8 or demand for additional amounts under Section 3.10, as the case may be, shall cease to exist or become inapplicable for any reason or if such amount were a prepayment made Lender shall waive its rights in the amount and on the date respect of such assignment. (b) In circumstances or event under Section 3.6, 3.8 or 3.10, as the event that any Multicurrency case may be, then such Lender (including a Transferee) does not, for any reason, deliver all forms and certificates shall not thereafter be required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any make such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentshereunder.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13 or 2.14, or the Borrower shall be required to make additional payments to the Administrative Agent or any Borrower has been required to pay any Taxes in respect of Lender under Section 2.18, or any Lender pursuant shall be a Defaulting Lender, or any Lender shall not consent to subsection 10.12an amendment that requires the consent of such Lender and to which the Majority Lenders have consented, the U.S. Borrower shall have the right, at its own expense, upon notice to the Administrative Agent and such Lender and the General Administrative AgentLender, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 8.05) all its such Lender’s interests, rights and obligations under this Agreement and the other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to another bank or financial institution identified approved by the U.S. Borrower Administrative Agent, the Swingline Lender and reasonably acceptable each LC Bank to the General Administrative Agent extent required for assignments under Section 8.05(b) (subject to the restrictions contained in subsection 18.6) which approval shall not be unreasonably withheld), which financial institution shall assume such 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 conflict with any law, rule or regulation or order of any Governmental Authority and Authority, (iiiii) the Borrower assignee or the assigneeBorrower, as the case may be, shall pay to the transferor Lender assignor in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans Extensions of Credit made by it such assignor hereunder and all other amounts accrued for its account or owed to it hereunderhereunder and (iv) if the assignee is not a Lender prior to such assignment, including, without limitation, amounts payable pursuant the Borrower shall have paid to subsection 10.10 and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and Administrative Agent an administrative fee of $3,500 on or prior to the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.10(b), 2.12 or any Borrower has been 2.13, or the Borrowers shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant to subsection 10.12under Section 2.14, the U.S. Borrower CCSC shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the General Administrative Agent, (a) to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment -------- ------- unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower such assignee or the assignee, as the case may be, Borrowers shall pay to the transferor affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such Lender hereunder and all other amounts accrued for its such Lender's 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 amount and on the date of such assignment. hereunder or (b) In to terminate the event that any Multicurrency right or obligation of such Lender (including a Transferee) does not, for any reason, deliver all forms to make Loans and certificates required to permit all payments reduce the Total Credit Commitment by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or withholding for or on account of, any Taxes, the U.S. Borrower mayamount of such Lender's Commitment, 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, remaining Credit Commitments after giving effect to such assignment, will have a U.S. Revolving termination exceeds the Aggregate Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsExposure.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.12(b), 2.14 or 2.15, or any Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (an “Increased Cost Lender”), then, with respect to subsection 10.12each such Increased Cost Lender, the U.S. Borrower Borrowers shall have the right, but not the obligation, at its their own expense, upon notice to such Increased Cost Lender and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Increased Cost Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower such assignee or the assignee, as the case may be, Borrowers shall pay to the transferor affected Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such Increased Cost Lender and participations in LC Disbursements held by such Increased Cost Lender hereunder and all other amounts accrued for its such Lender’s account or owed to it hereunder, 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 amount and on the date of such assignmentFees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13 or 2.14, or the Borrower shall be required to make additional payments to any Lender under Section 2.09 or 2.18, or any Borrower has been required to pay any Taxes in respect of Lender shall be a Defaulting Lender, or any Lender pursuant shall not consent to subsection 10.12an amendment that requires the consent of such Lender and to which the Majority Lenders have consented, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative AgentLender, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 8.04) all its such Lender’s interests, rights and obligations under this Agreement and the other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to another bank or financial institution Eligible Assignee identified by the U.S. Borrower and reasonably acceptable approved by the Administrative Agent, the Swingline Lender and each LC Bank to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) extent required for assignments under Section 8.04(b), which financial institution shall assume such obligationsobligations of such Lender for consideration equal to the outstanding principal amount of such Lender’s Advances, and if 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); provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and Authority, (ii) the Borrower assignee or the assigneeBorrower, as the case may be, shall pay to the transferor Lender assignor in immediately available funds on or prior to the date of such assignment the principal of and interest accrued to the date of payment on the Loans Extensions of Credit made by it such assignor hereunder and all other amounts accrued for its account or owed to it hereunderhereunder and (iii), includingif the assignee is not a Lender prior to such assignment, without limitation, amounts payable pursuant the Borrower shall have paid to subsection 10.10 and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and Administrative Agent an administrative fee of $3,500 on or prior to the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

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 that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13 or any 2.14, or a Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant to subsection 10.12under Section 2.19, the U.S. Borrower Holdings shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified approved by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6which approval shall not be unreasonably withheld) which shall assume such obligations; provided PROVIDED that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, assignee shall pay to the transferor affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and a Borrower shall pay to the affected Lender in immediately available funds on such date all 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice or certificate pursuant to subsection 10.10 or described in Section 5.2, (c) any Borrower has been Obligor is required to pay additional amounts to any Taxes in respect Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 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 U.S. Borrower shall have the rightBorrowers may, at its own expensetheir 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 General Administrative Agent, to require such Lender to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) Section 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and having jurisdiction, (ii) the Borrower or the assignee, as except in the case may beof clause (d) above, no Event of Default shall pay have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to the transferor such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for its 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 owed to it hereunder, including, without limitation, amounts payable any Swingline Lender is required pursuant to subsection 10.10 and 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 that would be payable under Subsection 10.11 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 amount were a prepayment made Lender shall waive its rights in the amount and on the date respect of such assignment. (b) 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 any Multicurrency a replaced Xxxxxx does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender (including a Transferee) does not, for any reason, deliver all forms of notice of replacement pursuant to this Section 5.10 and certificates required presentation to permit all payments by all Foreign Subsidiary Borrowers hereunder such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to be made free and clear of, and without deduction or withholding for or on account of, any Taxesthis Section 5.10, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency LenderBorrowers shall be entitled (but not obligated), 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected receipt by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess replaced Lender of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause all amounts required to be paid all amounts due under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced Xxxxxx, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the assignor Multicurrency Lender extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and the assignee Lender hereunder on the effective date of such assignmentsSection 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 that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13 or any 2.14, or a Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant to subsection 10.12under Section 2.19, the U.S. Borrower Holdings shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 11.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified approved by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6which approval shall not be unreasonably withheld) which shall assume such obligations; provided PROVIDED that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, assignee shall pay to the transferor affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and a Borrower shall pay to the affected Lender in immediately available funds on such date all 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (i) any Lender shall have delivered or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.11, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.12 or certificate pursuant to subsection 10.10 or any (iii) the Borrower has been is required to pay any Taxes in respect additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to subsection 10.12Section 2.17, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort, upon notice to such Lender or the Issuing Bank and the General Administrative Agent, to require such Lender or the Issuing Bank to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) Section 9.04), all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) an assignee which shall assume such obligationsassigned 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, (y) the Borrower shall have 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 withheld, and (iiz) the Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor affected Lender or the Issuing Bank in immediately available funds on an amount equal to the date sum of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder and participations in L/C Disbursements and Swingline Loans of such Lender or the Issuing Bank plus all fees and other amounts accrued for its the account of such Lender or owed the Issuing Bank hereunder (including any amounts under Section 2.11 and Section 2.13); provided further that if prior to it hereunder, including, without limitation, any such transfer and assignment the circumstances or event that resulted in such Lender's or the Issuing Bank's claim for compensation under Section 2.11 or notice under Section 2.12 or the amounts payable paid pursuant to subsection 10.10 and any Section 2.17, as the case may be, cease to cause such Lender or the Issuing Bank to suffer increased costs or reductions in amounts that would be 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 Subsection 10.11 if Section 2.17, as the case may be (including as a result of any action taken by such amount were a prepayment made in Lender or the amount and on the date of such assignment. Issuing Bank pursuant to paragraph (b) In below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.11 in respect of such circumstances or event that any Multicurrency or shall withdraw its notice under Section 2.12 or shall 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 (including a Transferee) does not, for any reason, deliver all forms and certificates or the Issuing Bank shall not thereafter be required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free make any such transfer and clear of, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitmentassignment hereunder. In the case of any such assignment to another Lenderby an Issuing Bank, such assignee Lender assignment shall assign to such assignor Multicurrency Lender a principal amount not affect the Issuing Bank's rights under this Agreement in respect of outstanding U.S. Revolving any Letters of Credit Loans owing to such assignee Lender equal to the lesser of issued by it that remain outstanding. (b) If (i) any Lender or the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and Issuing Bank shall request compensation under Section 2.11, (ii) any Lender or the aggregate outstanding principal Issuing Bank delivers a 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 U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments any Lender or the Issuing Bank pursuant to Section 2.17, then such Lender or the two precedent sentences 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 it to be effected in accordance with subsection 18.6(csignificant) andto 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 Section 2.11 or enable it to withdraw its notice pursuant to Section 2.12 or would reduce amounts payable pursuant to Section 2.17, as a condition the case may be, in the future. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender delegation and the assignee Lender hereunder on the effective date of such assignmentstransfer.

Assignment of Commitments Under Certain Circumstances. (a) In the ----------------------------------------------------- event that any Lender (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.12(b), 2.14 or 2.15, or any Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (an "Increased Cost Lender"), then, with respect to subsection 10.12---------------------- each such Increased Cost Lender, the U.S. Borrower Borrowers shall have the right, but not the obligation, at its their own expense, upon notice to such Increased Cost Lender and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no ------------------ Increased Cost Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower such assignee or the assignee, as the case may be, Borrowers shall pay to the transferor affected Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such Increased Cost Lender and participations in LC Disbursements held by such Increased Cost Lender hereunder and all other amounts accrued for its such Lender's account or owed to it hereunder, 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 amount and on the date of such assignmentFees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. If (a) In the event that any Lender Bank (i) shall have delivered a notice or certificate pursuant to subsection 10.10 Section 11.3, (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 has been to satisfy the conditions precedent to the making of such Loan hereunder, (b) the Borrower shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 14.1 (or would be required to subsection 10.12make such additional payments with respect to any future interest payment), the U.S. Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender Bank and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 14.12(a) hereof) all its of such assigning Bank's interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligationsassignee; provided provided, however, that (iA) no such assignment shall conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and governmental authority, (iiB) the Borrower or the assignee, as the case may be, such assignee Bank shall pay to the transferor Lender affected Bank in immediately available funds on the date 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 payment on the Loans made by it such Bank hereunder and all other amounts accrued for its such Bank's 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13 or any Section 2.14, or the Borrower has been shall be required to pay any Taxes in respect of additional amounts to any Lender pursuant to subsection 10.12under Section 2.19, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained provisions set forth in subsection 18.6Section 9.04, including clause (v) of the proviso to Section 9.04(b)) all its interests, rights and obligations under this Agreement to another bank or financial institution identified designated by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligations; provided that (i) in the case of an assignment under Facility B, a similar assignment by such Lender be made under the Parity Debt Credit Agreement of all of its interests, rights and obligations under the Parity Debt Credit Agreement, (ii) no such assignment shall conflict with any law, rule or rule, regulation or order of any Governmental Authority and (iiiii) the Borrower or the assignee, as the case may be, shall pay to the transferor affected Lender (and, in the case of assignments under Facility B, shall take the same actions under the Parity Debt Credit Agreement) in immediately available funds on the date of such assignment the entire amount of principal of and interest accrued to the date of payment on the Loans and participations in Letter of Credit Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder; provided, includingfurther, without limitationthat if prior to any such assignment the circumstances or event that resulted in such Lender's notice or certificate under Section 2.13 or Section 2.14 or demand for additional amounts under Section 2.19, amounts payable pursuant as the case may be, shall cease to subsection 10.10 and exist or become inapplicable for any amounts that would be payable under Subsection 10.11 reason or if such amount were a prepayment made Lender shall waive its rights in the amount and on the date respect of such assignment. (b) In circumstances or event under Section 2.13, Section 2.14 or Section 2.19, as the event that any Multicurrency case may be, then such Lender (including a Transferee) does not, for any reason, deliver all forms and certificates shall not thereafter be required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear ofmake any such assignment hereunder, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lenderassignments under Facility B, such assignee Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding U.S. Revolving under the Parity Debt 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsAgreement.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or 2.15, or Borrower shall be required to make additional payments or indemnity payments to any Lender under Section 2.16 or any Borrower has been required Lender becomes a Defaulting Lender (each, an “Increased Cost Lender”); then, with respect to pay any Taxes in respect of any Lender pursuant to subsection 10.12each such Increased Cost Lender, the U.S. Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Increased Cost Lender and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by such assignee, and the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject shall record such assignment in the Register; provided, however, that no Increased Cost Lender shall be obligated to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the such assignee or Borrower or the assignee, as the case may be, shall pay to the transferor affected Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment payment, or applicable claim, on the Loans made by it such Increased Cost Lender and all commitment fees and other fees owed to such Increased Cost Lender hereunder and all other amounts accrued for its such Increased Cost Lender’s 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender hereunder (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsFees).

Assignment of Commitments Under Certain Circumstances. The Borrower shall be permitted to replace any Lender that (a) In the event that any Lender shall have delivered a notice or certificate requests reimbursement for amounts owing pursuant to subsection 10.10 Section 2.19, 2.20(a) or 2.22 or (b) withholds its consent to any Borrower has been required to pay any Taxes in respect amendment, waiver or other modification of any Lender pursuant to subsection 10.12, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) all its interests, rights and obligations under this Agreement to another bank or financial institution identified Loan Document requested by the U.S. Borrower that requires the consent of all of the Lenders (or that specific Lender), and reasonably acceptable such amendment, waiver or other modification of any Loan Document is consented to by the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligationsRequired Lenders; provided that (i) no such assignment shall replacement does not conflict with any lawRequirement of Law, rule or regulation or order of any Governmental Authority and (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) with respect to clause (a) above only, prior to any such replacement, such Lender shall have 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 on or prior to the date of replacement, (vi) the Borrower shall be liable to such 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 last day of the Interest Period relating thereto, (vii) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viii) the replacement of such Lender shall be accomplished in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (ix) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19, 2.20(a) or the assignee2.22, as the case may be, and (x) any such replacement shall pay not eliminate or reduce the Borrower's obligations to the transferor replaced Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder under Section 10.5 and all other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 then due and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 replaced Lender and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will under Section 10.5 shall have a U.S. Revolving Credit Commitment been paid in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsfull.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.12 or 2.13, or the Borrower shall be required to make additional payments to any Lender under Section 2.09 or 2.17, or any Borrower has been required to pay any Taxes in respect of Lender shall be a Defaulting Lender, or any Lender pursuant shall not consent to subsection 10.12an amendment that requires the consent of such Lender and to which the Majority Lenders have consented, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative AgentLender, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its such Lender’s interests, rights and obligations under this Agreement and the other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to another bank or financial institution Eligible Assignee identified by the U.S. Borrower and reasonably acceptable approved by the Administrative Agent, the Swingline Lender and each LC Bank to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) extent required for assignments under Section 9.04(b), which financial institution shall assume such obligationsobligations of such Lender for consideration equal to the outstanding principal amount of such Lender’s Advances, and if 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 9.05(b); provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and Authority, (ii) the Borrower assignee or the assigneeBorrower, as the case may be, shall pay to the transferor Lender assignor in immediately available funds on or prior to the date of such assignment the principal of and interest accrued to the date of payment on the Loans Extensions of Credit made by it such assignor hereunder and all other amounts accrued for its account or owed to it hereunderhereunder and (iii), includingif the assignee is not a Lender prior to such assignment, without limitation, amounts payable pursuant the Borrower shall have paid to subsection 10.10 and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and Administrative Agent an administrative fee of $3,500 on or prior to the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13 or any 2.14, or the Borrower has been shall be required to pay any Taxes in respect of additional amounts to any Lender pursuant to subsection 10.12under Section 2.19, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained provisions set forth in subsection 18.6Section 9.04, including clause (v) of the proviso to Section 9.04(b)) all its interests, rights and obligations under this Agreement to another bank or financial institution identified designated by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligations; provided provided, that (i) a similar assignment by such Lender be made under the Working Capital and Acquisition Facility Credit Agreement of all its interests, rights and obligations under the Working Capital and Acquisition Facility Credit Agreement, (ii) no such assignment shall conflict with any law, rule or rule, regulation or order of any Governmental Authority and (iiiii) the Borrower or the assignee, as the case may be, shall pay to the transferor affected Lender (and shall take the same actions under the Working Capital and Acquisition Facility Credit Agreement) in immediately available funds on the date of such assignment the entire amount of principal of and interest accrued to the date of payment on the Loans and participations in Letter of Credit Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder; provided, includingfurther, without limitation, amounts payable pursuant that if prior to subsection 10.10 and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment the circumstances or event that resulted in such Lender's notice or certificate under Section 2.13 or 2.14 or demand for additional amounts under Section 2.19, as the case may be, shall cease to another Lender, exist or become inapplicable for any reason or if such assignee Lender shall assign to waive its rights in respect of such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) andcircumstances or event under Section 2.13, 2.14 or 2,19, as a condition the case may be, then such Lender shall not thereafter be required to make any such assignment, simultaneously with such assignment, assignment hereunder or under the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender Working Capital and the assignee Lender hereunder on the effective date of such assignmentsAcquisition Facility Credit Agreement.

Assignment of Commitments Under Certain Circumstances. If (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16, or (b) any Lender shall become a Defaulting Lender, then, with respect to subsection 10.12each such Lender (a “Terminated Lender”), the U.S. Borrower shall have the right, but not the obligation, at its own expense, upon notice from Borrower to such Terminated Lender and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the such assignee or Borrower or the assignee, as the case may be, shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, 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 amount and on the date of such assignmentCommitment Fees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (i) any Lender shall have delivered delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender delivers a notice or certificate pursuant to subsection 10.10 or any described in Section 2.14, (iii) a Borrower has been is required to pay any Taxes in respect additional amount to any Lender or any Governmental Authority on account 39 33 of any Lender pursuant to subsection 10.12Section 2.19 or (iv) the short-term ratings of any Lender drop below A-1 or P-1, the U.S. such Borrower shall have the rightmay, at its own sole expense, effort and discretion, 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 subsection 18.6) Section 9.04), all of its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) an assignee which shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) such Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (iiz) the such Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor affected Lender in immediately available funds on an amount equal to the date sum of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder (other than Competitive Loans) of such Lender plus all Fees and all other amounts accrued for its the account of such Lender hereunder (including any amounts under Section 2.13 and Section 2.15); provided further that if prior to any such transfer and assignment the circumstances or owed to it hereunder, including, without limitation, event that resulted in such Lender's claim for compensation under Section 2.13 or notice under Section 2.14 or the amounts payable paid pursuant to subsection 10.10 and any Section 2.19, as the case may be, cease to cause such Lender to suffer increased costs or reductions in amounts that would be 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 Subsection 10.11 Section 2.19, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such amount were a prepayment made Lender shall waive its right to claim further compensation under Section 2.13 in the amount and on the date respect of such assignmentcircumstances or event or shall withdraw its notice under Section 2.14 or shall 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. (b) In the event that If (i) any Multicurrency Lender shall request compensation under Section 2.13, (including ii) any Lender delivers a Transfereenotice described in Section 2.14 or (iii) does not, for any reason, deliver all forms and certificates a Borrower is required to permit all payments pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 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 all Foreign Subsidiary Borrowers it to be significant) to assign its rights and delegate and transfer its obligations hereunder to be made free another of its offices, branches or affiliates, if such assignment would reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future. The Borrowers hereby agree to pay all reasonable costs and clear of, and without deduction or withholding for or on account of, expenses incurred by 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to in connection with any such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 delegation and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentstransfer.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or 2.15, or Borrower shall be required to make additional payments or indemnity payments to any Lender under Section 2.16 or any Borrower has been required Lender becomes a Defaulting Lender (each, an “Increased Cost Lender”); then, with respect to pay any Taxes in respect of any Lender pursuant to subsection 10.12each such Increased Cost Lender, the U.S. Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Increased Cost Lender and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by such assignee, and the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject shall record such assignment in the Register; provided, however, that no Increased Cost Lender shall be obligated to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the such assignee or Borrower or the assignee, as the case may be, shall pay to the transferor affected Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment payment, or applicable claim, on the Loans made by it such Increased Cost Lender and all commitment fees and other fees owed to such Increased Cost Lender hereunder and all other amounts accrued for its such Increased Cost Lender’s 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender hereunder (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsFees).

Assignment of Commitments Under Certain Circumstances. Duty to -------------------------------------------------------------- Mitigate. (a) In the event that (i) any Lender shall have delivered delivers a certificate requesting --------- compensation pursuant to Section 2.12, (ii) any Lender delivers a notice described in Section 2.13 or certificate pursuant to subsection 10.10 or any (iii) a Borrower has been is required to pay any Taxes in respect additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 2.18, the U.S. Borrower shall have the rightParent may, at its own expensesole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), 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 subsection 18.6) Section 9.04), all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) no such assignment shall not conflict with any law, -------- rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) Parent shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (iiz) the Borrower Parent or the assignee, as the case may be, such assignee shall pay have paid to the transferor affected Lender in immediately available funds on an amount equal to the date sum of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender plus all Commitment Fees and all other amounts accrued for its the account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and of such Lender hereunder (including any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount Section 2.12 and on the date of such assignmentSection 2.14). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to the lesser of If (i) the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee any Lender and shall request compensation under Section 2.12, (ii) the aggregate outstanding principal any Lender delivers a notice described in Section 2.13 or (iii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of U.S. Revolving Credit Loans owing to such assignee any Lender. Any such assignments , pursuant to the two precedent sentences Section 2.18, then such Lender 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 effected significant) (x) to file any certificate or document reasonably requested in accordance with subsection 18.6(cwriting by Parent or (y) andto 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 its claims for compensation under Section 2.12 or enable it to withdraw its notice pursuant to Section 2.13 or would reduce amounts payable pursuant to Section 2.18, as a condition the case may be, in the future. Parent hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing or assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender delegation and the assignee Lender hereunder on the effective date of such assignmentstransfer.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 (i) the Issuer or any Borrower has been other Note Party is required to pay any Taxes in respect additional amount to or indemnify any Noteholder or any Governmental Authority on account of any Lender Noteholder pursuant to subsection 10.12Section 2.12 or Section 2.18, (ii) any Noteholder has become a Defaulting Noteholder or (iii) any Noteholder refuses to consent to any amendment, consent, waiver or other modification of any Note Document requested by the Issuer that requires the consent of all Noteholders, all affected Noteholders or a greater percentage of the Noteholders than the Required Noteholders and such amendment, consent, waiver or other modification is consented to by the Required Noteholders, the U.S. Borrower shall have the rightIssuer may, at its own expensesole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender Noteholder and the General Administrative AgentNoteholder Representative, to require such Lender Noteholder to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) Section 9.04), all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by (or, in the U.S. Borrower case of clause (ii) above, all of its interests, rights and reasonably acceptable obligations with respect to the General Administrative Agent (Commitments that is the subject of the related consent, amendment, waiver or other modification) to the restrictions contained in subsection 18.6) which an assignee that shall assume such obligationsassigned obligations (which assignee may be another Noteholder, if a Noteholder accepts such assignment); provided provided, however, that (ix) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) 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 (iiB) the Borrower consent of any person that would otherwise be required under this clause (y) shall not be required if such person is the Noteholder required to make any such transfer and assignment hereunder), and (z) the Issuer or such assignee shall have paid to the assigneeapplicable Noteholder in immediately available funds an amount equal to the sum of the principal of, and interest accrued to the date of such payment on, the outstanding Notes of such Noteholder plus all Fees and other amounts accrued for the account of such Noteholder hereunder (including any Redemption Premium); provided further, that, no such transfer and assignment shall be required if prior to any such transfer and assignment, the circumstances or event that resulted in the amounts paid pursuant to Section 2.18 cease to result in amounts being payable under Section 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 any other Note Party is required to pay any additional amount to or indemnify any Noteholder or any Governmental Authority on account of any Noteholder, 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 payable pursuant to Section 2.18, as the case may be, shall pay to the transferor Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all 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 amount and on the date of such assignmentfuture. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 3.6, (b) any Lender delivers a notice described in Section 3.8 or certificate pursuant to subsection 10.10 or any (c) the Borrower has been is required to pay any Taxes in respect additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 3.10, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort (including with respect to the processing and recordation fee referred to in Section 10.3(b)), 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 subsection 18.6) Section 10.3(b)), all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligations; provided assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), PROVIDED that (iA) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) no Event of Default shall have occurred and be continuing and (iiC) the Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor affected Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, respectively, plus all Fees and all other amounts accrued for its the account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and of such Lender hereunder (including any amounts under Section 3.6, 3.10 and Section 3.11); PROVIDED FURTHER that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, for any reason, deliver all forms and certificates required prior to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment the circumstances or event that resulted in such Lender's request or notice under Section 3.6 or 3.8 or demand for additional amounts under Section 3.10, as the case may be, shall cease to another Lender, exist or become inapplicable for any reason or if such assignee Lender shall assign to waive its rights in respect of such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) andcircumstances or event under Section 3.6, 3.8 or 3.10, as a condition the case may be, then such Lender shall not thereafter be required to make such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsassignment hereunder.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an “Increased Cost Lender”) then, with respect to subsection 10.12each such Increased Cost Lender (the “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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank such other Lender or financial institution identified by the U.S. Borrower and reasonably acceptable assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, affected Terminated Lender shall pay to the transferor Lender have been paid in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, 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 amount and on the date of such assignmentCommitment Fees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.16, or any the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.17 (each, an "Increased Cost Lender"), or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to subsection 10.12any of the provisions hereof that fall within the proviso to the first sentence of Section 10.08(b), the U.S. 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such Terminated Lender and participations in LC Disbursements, 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 its such Terminated Lender's account or owed to it hereunder, 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 amount and on the date of such assignmentCommitment Fees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (i) any Lender shall have delivered or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.11, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.12 or certificate pursuant to subsection 10.10 or any (iii) the Borrower has been is required to pay any Taxes in respect additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to subsection 10.12Section 2.17, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort, upon notice to such Lender or the Issuing Bank and the General Administrative Agent, to require such Lender or the Issuing Bank to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) Section 9.04), all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) an assignee which shall assume such obligationsassigned 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, (y) the Borrower shall have 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 withheld, and (iiz) the Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor affected Lender or the Issuing Bank in immediately available funds on an amount equal to the date sum of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder and participations in L/C Disbursements and Swingline Loans of such Lender or the Issuing Bank plus all Fees and other amounts accrued for its the account of such Lender or owed the Issuing Bank hereunder (including any amounts under Section 2.11 and Section 2.13); provided further that if prior to it hereunder, including, without limitation, any such transfer and assignment the circumstances or event that resulted in such Lender's or the Issuing Bank's claim for compensation under Section 2.11 or notice under Section 2.12 or the amounts payable paid pursuant to subsection 10.10 and any Section 2.17, as the case may be, cease to cause such Lender or the Issuing Bank to suffer increased costs or reductions in amounts that would be 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 Subsection 10.11 if Section 2.17, as the case may be (including as a result of any action taken by such amount were a prepayment made in Lender or the amount and on the date of such assignment. Issuing Bank pursuant to paragraph (b) In below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.11 in respect of such circumstances or event that any Multicurrency or shall withdraw its notice under Section 2.12 or shall 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 (including a Transferee) does not, for any reason, deliver all forms and certificates or the Issuing Bank shall not thereafter be required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free make any such transfer and clear of, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitmentassignment hereunder. In the case of any such assignment to another Lenderby an Issuing Bank, such assignee Lender assignment shall assign to such assignor Multicurrency Lender a principal amount not affect the Issuing Bank's rights under this Agreement in respect of outstanding U.S. Revolving any Letters of Credit Loans owing to such assignee Lender equal to the lesser of issued by it that remain outstanding. (b) If (i) any Lender or the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and Issuing Bank shall request compensation under Section 2.11, (ii) any Lender or the aggregate outstanding principal Issuing Bank delivers a 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 U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments any Lender or the Issuing Bank pursuant to Section 2.17, then such Lender or the two precedent sentences 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 it to be effected in accordance with subsection 18.6(csignificant) andto 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 Section 2.11 or enable it to withdraw its notice pursuant to Section 2.12 or would reduce amounts payable pursuant to Section 2.17, as a condition the case may be, in the future. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender delegation and the assignee Lender hereunder on the effective date of such assignmentstransfer.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an “Increased Cost Lender”), or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to subsection 10.12any of the provisions hereof that fall within the proviso to the first sentence of Section 9.08(b), the U.S. 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations obli- Table of Contents gations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, 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 amount and on the date Commitment Fees). Table of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.Contents

Assignment of Commitments Under Certain Circumstances. (a) In the event that (x) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 or 9.10, (y) any Borrower has been required to pay any Taxes in respect of any Lender pursuant to subsection 10.129.12 or (z) any Lender shall not have consented to a proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by clauses (A), (B), (E) and (F), of the proviso to the second sentence of Section 17.1(a) in a circumstance where the Majority Lenders have consented to such change, waiver, discharge or termination, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.617.6) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.617.6) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and Authority, (ii) the Borrower or the assignee, as the case may be, shall pay to the transferor Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 9.10 and any amounts that would be payable under Subsection 10.11 9.11 if such amount were a prepayment made in the amount and on the date of such assignmentassignment and (iii) in the case of any such assignment resulting from an event described in clause (z) above, the applicable Assignee shall have agreed to the applicable change, waiver, discharge or termination. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender (including its obligation to share risk participations in any Swing Line Multicurrency Loans) to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (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 the two precedent sentences shall be effected in accordance with subsection 18.6(c17.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13(b), 2.15 or any Borrower has been 2.16, or the Borrowers shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant to subsection 10.12under Section 2.17, the U.S. Borrower CCSC shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the General Administrative Agent, (a) to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower such assignee or the assignee, as the case may be, Borrowers shall pay to the transferor affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such Lender and participations in Swingline Loans held by such Lender hereunder and all other amounts accrued for its such Lender's account or owed to it hereunder, 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 amount and on the date of such assignment. Facility Fees) or (b) In to prepay all outstanding Loans of such Lender and participations in Swingline Loans held by such Lender, terminate the event that any Multicurrency right or obligation of such Lender (including a Transferee) does not, for any reason, deliver all forms to make Loans and certificates required to permit all payments reduce the Total Revolving Credit Commitment by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or withholding for or on account of, any Taxes, the U.S. Borrower mayamount of such Lender's Revolving Credit Commitment, 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, remaining Revolving Credit Commitments after giving effect to such assignment, will have a U.S. prepayment and termination exceeds the Aggregate Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsExposure.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an “Increased Cost Lender”), or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to subsection 10.12any of the provisions hereof that fall within the proviso to the first sentence of Section 9.08(b), the U.S. 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations obli- Table of Contents gations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, 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 amount and on the date of such assignmentCommitment Fees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the ----------------------------------------------------- event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13(b), 2.15 or any Borrower has been 2.16, or the Borrowers shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant to subsection 10.12under Section 2.17, the U.S. Borrower CCSC shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Lender shall be obligated ----------------- to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower such assignee or the assignee, as the case may be, Borrowers shall pay to the transferor affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for its such Lender's account or owed to it hereunder, 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 amount and on the date of such assignmentFacility Fees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an "INCREASED COST LENDER") or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to subsection 10.12any of the provisions hereof described in Section 9.08(e), the U.S. consent of all Lenders required hereunder would have been obtained but for such Lender's failure to consent (such Lender, a "NON-CONSENTING LENDER"); then, with respect to each such Non-Consenting Lender and Increased Cost 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; PROVIDED, HOWEVER, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender's account or owed to it hereunder, 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 amount and on the date of such assignmentCommitment Fees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any Borrower has been 2.15, or the Borrowers shall be required to pay make additional payments to any Taxes Lender under Section 2.16 (each, an “Increased Cost Lender”) or in respect the event any Lender (a “Non-Consenting Lender”) does not consent to any proposed amendment to this Agreement pursuant to Section 9.02 for which the consent of each Lender or each Lender of any Lender pursuant Class is required and to subsection 10.12which the Requisite Lenders or Requisite Lenders of such Class, as applicable, have consented, then, the U.S. Borrower Representative shall have the right, but not the obligation, at its own expensethe expense of the Borrowers, upon notice to such Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender”) and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.10) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent make any such assignment unless (subject to the restrictions contained in subsection 18.6a) which shall assume such obligations; provided that (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (iib) the Borrower such assignee or the assignee, as the case may be, Borrowers shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, hereunder (including, without limitation, amounts payable pursuant to subsection 10.10 any Commitment Fees) and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made (c) in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Non-Consenting Lender, such assignee each Non-Consenting Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to whose consent is required in connection with the lesser of (i) the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments proposed amendment is removed pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsthis Section 2.20.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice or certificate pursuant to subsection 10.10 or described in Section 5.2, (c) any Borrower has been Obligor is required to pay additional amounts to any Taxes in respect Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 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, the U.S. Borrower shall have the rightBorrowers may, at its own expensetheir 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 General Administrative Agent, to require such Lender to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) Section 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligations; assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and having jurisdiction, (ii) the Borrower or the assignee, as except in the case may beof clause (d) above, no Event of Default shall pay have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to the transferor such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for its 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 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer, the U.S. Swingline Lender or owed to it hereunder, including, without limitation, amounts payable the Canadian Swingline Lender is required pursuant to subsection 10.10 and 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 or demand for additional amounts that would be payable under Subsection 10.11 Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such amount were a prepayment made Lender shall waive its rights in the amount and on the date respect of such assignment. (b) circumstances or event under Section 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 any Multicurrency a replaced Lender (including a Transferee) does not, for any reason, deliver all forms not execute an Assignment and certificates required Acceptance pursuant to permit all payments Section 12.2 within two Business Days after receipt by all Foreign Subsidiary Borrowers hereunder such replaced Lender of notice of replacement pursuant to be made free this Section 5.8 and clear of, presentation to such replaced Lender of an Assignment and without deduction or withholding for or on account of, any TaxesAcceptance evidencing an assignment pursuant to this Section 5.8, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency LenderBorrowers shall be entitled (but not obligated), 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected receipt by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess replaced Lender of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause all amounts required to be paid all amounts due under this Section 5.8, 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 assignor Multicurrency Lender extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and the assignee Lender hereunder on the effective date of such assignmentsSection 12.2.

Assignment of Commitments Under Certain Circumstances. If (a) In the event that any Lender shall have delivered Company receives a notice or certificate pursuant from a Bank requesting an amount be paid to subsection 10.10 such Bank under Section 14.3 hereof and the Required Banks have not similarly made requests for payment arising out of the same circumstances or (b) the obligation of any Bank to make or maintain any Eurocurrency Loan has terminated under Section 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 Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required by the terms of this Agreement or (d) any Borrower has been shall be required to pay make additional payments to any Taxes Bank under Section 17.1 hereof (or would be required to make such additional payments with respect to any future interest payment) or (e) any Bank is unable to make or fund a participation in respect of any Lender pursuant Loan denominated in an Alternative Currency and the Required Banks have not similarly been unable to subsection 10.12make 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 U.S. Borrower Company shall have the right, but not the obligation, at its own expense, upon notice to such Lender Bank and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 17.12(a) hereof) all its of such assigning Bank's interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligationsassignee; provided provided, however, that (iA) no such assignment shall conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and governmental authority, (iiB) the Borrower or the assignee, as the case may be, such assignee Bank shall pay to the transferor Lender affected Bank in immediately available funds on the date 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 payment on the Loans made by it such Bank hereunder and all other amounts accrued for its such Bank's 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. After the Initial Borrowing Date, in the event that (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.18, or any Borrower has been or any Guarantor shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.19 (each, an “Increased Cost Lender”), (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to subsection 10.12any of the provisions hereof that fall within the proviso to the first sentence of Section 10.08(b), the U.S. Borrower 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 “Non-Consenting Lender”) or (c) any Lender becomes a Defaulting Lender; then, with respect to each such Increased Cost Lender, Non-Consenting Lender or Defaulting Lender (the “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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower such assignee or the assignee, as the case may be, Canadian Parent shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans Advances made by it such 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 its such Terminated Lender’s account or owed to it hereunder, 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 amount and on the date of such assignmentCommitment Fees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.12 or any 2.13, or the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.14 (each, an “Increased Cost Lender”) or (b) subject to subsection 10.12the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e) with respect to which the 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 each 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor each affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder such Terminated Lender and all other amounts accrued for its such Terminated Lender’s account or owed to it hereunder. Each Lender agrees that, includingif it becomes a Terminated Lender, without limitationit shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, amounts payable pursuant however, that the failure of any Terminated Lender to subsection 10.10 execute an Assignment and any amounts that would Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be payable under Subsection 10.11 if such amount were a prepayment made recorded in the amount and on the date of such assignmentRegister. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or 2.15, or any Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to subsection 10.12the terms and conditions of Section 9.08(f), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(f) with respect to which the 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 each 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower such assignee or the assignee, as the case may be, Borrowers shall pay to the transferor each affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder such Terminated Lender and all other amounts accrued for its such Terminated Lender’s account or owed to it hereunder. Each Lender agrees that, includingif it becomes a Terminated Lender, without limitationit shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, amounts payable pursuant however, that the failure of any Terminated Lender to subsection 10.10 execute an Assignment and any amounts that would Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be payable under Subsection 10.11 if such amount were a prepayment made recorded in the amount and on the date of such assignmentRegister. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. If (a) In the event that any Lender (i) shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14, (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 under Section 2.20 or (c) any Lender shall fail or refuse, for any reason, to approve any amendment, waiver or consent hereunder that has been required to pay any Taxes in respect approved by Lenders holding more than 85% of any Lender pursuant to subsection 10.12the aggregate principal amount of (i) the Loans at such time, (ii) the LC Exposure at such time and (iii) the aggregate unused Commitments at such time, the U.S. Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the General Administrative Agent, to require 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 to such assignee without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04(b)) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligationsAgreement; provided provided, however, that (iA) no such assignment shall conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and Authority, (iiB) the Borrower or the assignee, as the case may be, such assignee shall pay to the transferor affected Lender in immediately available funds on the date 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 payment on the Loans made by it such Lender hereunder and all other amounts accrued for its such Lender's 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.12 or any Borrower has been 2.13, (b) the Borrowers shall be required to pay any Taxes in respect of additional amounts to any Lender pursuant under Section 2.18 or (c) a proposed extension shall have been approved by the Consenting Lenders but a Dissenting Lender shall have given or be deemed to subsection 10.12have given notice to the Agent of its objection thereto, the U.S. Borrower Borrowers shall have the right, at its their own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained provisions set forth in subsection 18.6Section 9.04) all its interests, rights and obligations under this Amended Agreement to another bank or financial institution identified by the U.S. Borrower Borrowers and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which Agent, and such financial institution shall assume such obligations; provided PROVIDED that (i) no such assignment shall conflict with any law, rule or rule, regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, Borrowers shall pay or cause to be paid to the transferor affected Lender in immediately available funds on the date of such assignment 100% of the aggregate amount of principal of and interest accrued to the date of payment on the Loans and participations in the Letter of Credit Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder; PROVIDED FURTHER that, 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 amount case of the circumstances or event referred to in clauses (a) and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does notabove, for any reason, deliver all forms and certificates required if prior to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment the circumstances or event that resulted in such Lender's notice or certificate under Section 2.12 or 2.13 or demand for additional amounts under Section 2.18, as the case may be, shall cease to another Lender, exist or become inapplicable for any reason or if such assignee Lender shall assign to waive its rights in respect of such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) andcircumstances or event under Section 2.12, 2.13 or 2.18, as a condition the case may be, then such Lender shall not thereafter be required to make any such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsassignment hereunder.

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any Borrower has been 2.15, or the Borrowers shall be required to pay make additional payments to any Taxes Lender under Section 2.16 (each, an “Increased Cost Lender”) or in respect the event any Lender (a “Non-Consenting Lender”) does not consent to any proposed amendment to this Agreement pursuant to Section 9.08 for which the consent of each Lender or each Lender of any Lender pursuant Class is required and to subsection 10.12which the Requisite Lenders or Requisite Lenders of such Class, as applicable, have consented, then, the U.S. Borrower Representative shall have the right, but not the obligation, at its own expensethe expense of the Borrowers, upon notice to such Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender”) and the General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) the Borrower such assignee or the assignee, as the case may be, Borrowers shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, hereunder (including, without limitation, amounts payable pursuant to subsection 10.10 any Commitment Fees) and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made (iii) in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Non-Consenting Lender, such assignee each Non-Consenting Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to whose consent is required in connection with the lesser of (i) the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments proposed amendment is removed pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsthis Section 2.20.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (a) any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.14 or any 2.15, or the Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant under Section 2.16 (each, an “Increased Cost Lender”), or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to subsection 10.12any of the provisions hereof that fall within the proviso to the first sentence of Section 9.08(b), the U.S. 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 General Administrative Agent, to require 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 without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 9.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable such assignee; provided, however, that no Terminated Lender shall be obligated to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) such assignee or the Borrower or the assignee, as the case may be, shall pay to the transferor affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such 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 its such Terminated Lender’s account or owed to it hereunder, 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 amount and on the date of such assignmentCommitment Fees). (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

Assignment of Commitments Under Certain Circumstances. In the event at any time after the Closing Date (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 3.06, (b) any Lender delivers a notice described in Section 3.08 or certificate pursuant to subsection 10.10 or any (c) the Borrower has been is required to pay any Taxes in respect additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 3.10, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort (including with respect to the processing and recordation fee referred to in Section 10.03), 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 subsection 18.6) Section 10.03), all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) no Event of Default shall have occurred and be continuing and (iiC) the Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor affected Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, respectively, plus all Fees and all other amounts accrued for its the account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and of such Lender hereunder (including any amounts under Section 3.06, 3.10 and Section 3.11); provided further that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, for any reason, deliver all forms and certificates required prior to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment the circumstances or event that resulted in such Lender's request or notice under Section 3.06 or 3.08 or demand for additional amounts under Section 3.10, as the case may be, shall cease to another Lender, exist or become inapplicable for any reason or if such assignee Lender shall assign to waive its rights in respect of such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) andcircumstances or event under Section 3.06, 3.08 or 3.10, as a condition the case may be, then such Lender shall not thereafter be required to make such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignmentsassignment hereunder.

Assignment of Commitments Under Certain Circumstances. In the event (a) In the event that any Lender shall have delivered requests compensation pursuant to Section 5.3, ii) any Lender delivers a notice or certificate pursuant to subsection 10.10 or described in Section 5.2, iii) any Borrower has been Obligor is required to pay additional amounts to any Taxes in respect Lender or any Governmental Authority on account of any Lender pursuant to subsection 10.12Section 5.1 or iv) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged, the U.S. Borrower shall have the rightmay, at its own expensesole expense and effort (including with respect to the processing fee referred to in Section 13.2(a)), 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 subsection 18.6) Section 13.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which an Eligible Assignee that shall assume such obligations; assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i1) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (2) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (ii3) the Borrower or the assignee, as the case may be, such assignee shall pay have paid to the transferor such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Term Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for its the account or owed to it hereunderof such Lender hereunder (including any amounts under Sections 5.1, including5.2, without limitation5.3 and 5.4), amounts payable (4) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section arises, and (5) if the consent of the Agent is required pursuant to subsection 10.10 and Section 13.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Xxxxxx’s request or notice under Section 5.2 or 5.3 or demand for additional amounts that would be payable under Subsection 10.11 Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such amount were a prepayment made Lender shall waive its rights in the amount and on the date respect of such assignment. (b) circumstances or event under Section 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 any Multicurrency a replaced Xxxxxx does not execute an Assignment and Acceptance pursuant to Section 13.2 within two (2) Business Days after receipt by such replaced Lender (including a Transferee) does not, for any reason, deliver all forms of notice of replacement pursuant to this Section 5.9 and certificates required presentation to permit all payments by all Foreign Subsidiary Borrowers hereunder such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to be made free and clear of, and without deduction or withholding for or on account of, any Taxesthis Section 5.9, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency Lendershall be entitled (but not obligated), 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected receipt by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess replaced Lender of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause all amounts required to be paid all amounts due under this Section 5.9, to execute such an Assignment and Acceptance on behalf of such replaced Xxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the assignor Multicurrency Lender extent required pursuant to Section 13.2, the Agent, shall be effective for purposes of this Section 5.9 and the assignee Lender hereunder on the effective date of such assignments.Section 13.2. ARTICLE VI

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 that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 Section 2.13 or any 2.14, or a Borrower has been shall be required to pay any Taxes in respect of make additional payments to any Lender pursuant to subsection 10.12under Section 2.19, the U.S. Borrower Holdings shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6Section 10.04) all its interests, rights and obligations under this Agreement to another bank or financial institution identified approved by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6which approval shall not be unreasonably withheld) which shall assume such obligations; provided PROVIDED that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, assignee shall pay to the transferor affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and a Borrower shall pay to the affected Lender in immediately available funds on such date all 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 amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, 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 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 and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a 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 (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.