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

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings subsection 10.10 or any Obligor is Borrower has been required to pay additional amounts to any Lender or any Governmental Authority on account Taxes in respect of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lendersubsection 10.12, the U.S. Borrower mayshall have the right, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), subsection 18.6) all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the Loan Documents U.S. Borrower and reasonably acceptable to an Eligible Assignee that the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) no such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (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 such assignee the assignee, as the case may be, shall have paid pay to such the transferor Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus made by it hereunder and all fees and other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the account amount and on the date of such 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 Borrower’s right under this Section 5.8 arises, 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2assignment.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged [reserved] or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, in the case of any such assignment resulting from payments required to be made pursuant to Section 5.1, such assignment will result in a reduction in such payments thereafter and (v) if the consent of the Agent, any Letter of Credit Issuer or 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event If (a) any Lender requests compensation Bank (i) shall have delivered a notice or certificate pursuant to Section 5.310.3, (ii) shall become subject to the provisions of Section 10.1 or (iii) shall fail or refuse to fund its portion of any Loan or any amount with respect to any Letter of Credit for any reason other than the failure of the Borrower to satisfy the conditions precedent to the making of such Loan or issuance of such Letter of Credit hereunder, or (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is the Borrower shall be required to pay make additional amounts payments to any Lender Bank under Section 13.1 (or would be required to make such additional payments with respect to any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lenderfuture interest payment), the Borrower mayshall have the right, but not the obligation, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Lender Bank and the Agent, require to replace such Lender Bank with an assignee (in accordance with and subject to the restrictions contained in Section 13.12(a) hereof), and such Bank hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 13.12(a) hereof) all of its such assigning Bank’s interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lenderassignee; provided, if a Lender accepts such assignment); provided however, that (iA) no such assignment shall not conflict with any Law law or any rule, regulation or order of any court or other Governmental Authority having jurisdictiongovernmental authority, (iiB) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee Bank shall have paid pay to such Lender the affected Bank in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of the Loans made by such Bank hereunder and the amount of any Reimbursement Obligations funded by such Bank hereunder, (C) the Borrower must exercise its right to replace such Bank within forty-five (45) days of the event giving rise to the Borrower’s right to so replace such Bank, and (D) the Borrower shall pay to the affected Bank in immediately available funds on the date of such assignment the interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Bank hereunder and all fees and other amounts accrued for such Bank’s account or owed to it hereunder, together with amounts due the account of affected Bank under Section 2.4 hereunder as if the Loans owing to it were repaid on such Lender hereunder (including date rather than assigned, and provided that any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) assignment fees or other expenses otherwise payable to the Agent in connection with such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower 13.12(a) shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced LenderXxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event (ai) any Lender requests delivers a certificate requesting compensation pursuant to Section 5.32.13, (bii) any Lender delivers a notice described in Section 5.22.14, (ciii) Holdings or any Obligor a Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 2.19 or (div) the short-term ratings of any Lender isdrop below A-1 or P-1, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the such Borrower may, at its sole expense expense, effort and effort (including with respect to the processing fee referred to in Section 12.2(a))discretion, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.29.04), all of its interests, rights and obligations under the Loan Documents this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee that assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) except in the case of clause (d) or (e) above, no Event of Default such Borrower shall have occurred received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and be continuing, (iiiz) the such Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans (other than Competitive Loans) of such Lender, Lender plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 Section 2.13 and 5.4Section 2.15), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s request 's claim for compensation under Section 2.13 or notice under Section 5.2 2.14 or 5.3 or demand for additional the amounts under paid pursuant to Section 5.12.19, as the case may be, shall cease to exist cause such Lender to suffer increased costs or become inapplicable for reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a result of any reasonaction taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its rights right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 5.1, 5.2 2.14 or 5.3shall waive its right to further payments under Section 2.19 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. In the event that 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.11 or 2.12, (b) or the Borrower shall be required to make additional payments to the Administrative Agent or any Lender delivers a notice described in under Section 5.22.16, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of shall become a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Designated Lender, the Borrower mayshall have the right, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to the Administrative Agent and such Lender and the AgentLender, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 8.04) all of its such Lender’s interests, rights and obligations under this Agreement and the Loan other Credit Documents to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld. and such approval is not required by the Borrower if an Eligible Assignee that Event of Default has occurred and is continuing), which financial institution shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) at the time of such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default and no Unmatured Default shall have occurred and be continuing, (iiiii) the Borrower or such assignee shall have paid pay to the assigning Lender all amounts (if any) then due and payable to such Lender under Sections 2.11 and 2.16, (iii) no such assignment shall conflict with any law, rule or regulation or order of any governmental authority and (iv) the assignee or the Borrower, as the case may be, shall pay to the assignor in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of Advances made by such Lender, plus assignor hereunder and all fees and other amounts accrued for the its account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant owed to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 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 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 it 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings subsection 9.10 or any Obligor is Borrower has been required to pay additional amounts to any Lender or any Governmental Authority on account Taxes in respect of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lendersubsection 9.12, the U.S. Borrower mayshall have the right, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), subsection 17.6) all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the Loan Documents U.S. Borrower and reasonably acceptable to an Eligible Assignee that the General Administrative Agent (subject to the restrictions contained in subsection 17.6) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) no such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (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 such assignee the assignee, as the case may be, shall have paid pay to such the transferor Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus made by it hereunder and all fees and other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 9.10 and any amounts that would be payable under Subsection 9.11 if such amount were a prepayment made in the account amount and on the date of such 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 Borrower’s right under this Section 5.8 arises, 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2assignment.

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

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.34.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 5.24.2, or (c) Holdings or any Obligor is the Borrowers are required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes 4.1 in an Affiliate aggregate amount in excess of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender$100,000, the Borrower Borrowers may, at its their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a11.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.211.2), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.14.1, 5.2, 5.3 4.2 and 5.44.3), (iv) such assignment is consummated within 180 ninety (90) days after the date on which the Borrower’s Borrowers’ right under this Section 5.8 arises, and (v) if the consent of such assignee is reasonably acceptable to the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 4.2 or 5.3 4.3 or demand for additional amounts under Section 5.14.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.14.1, 5.2 4.2 or 5.34.3, 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or Borrowers are engaged, (e) any amount payable under the Loans Documents by a French Borrower becomes not deductible from such French Borrower’s taxable income for French tax purposes by reason of that amount being paid or accrued to a French Swingline Lender is incorporated, domiciled or established in a Defaulting LenderNon-Cooperative Jurisdiction or (f) 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 Borrower Borrowers may, at its their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s Borrowers’ right under this Section 5.8 5.9 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or 5.3, demand for additional amounts under Section 5.15.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7 or the Borrowers’ right to replace any French Swingline Lender under clause (e) above, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.85.9, the Borrower Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.85.9, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the BorrowerBorrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, Agent shall be effective for purposes of this Section 5.8 5.9 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers that the Administrative Agent shall have delivered a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority certificate on account behalf of any Lender pursuant to Section 5.12.10, (d) 2.12 or 2.16, the Loan Parties shall be required to make additional payments to any Lender isunder Section 2.16, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is shall become a Defaulting Lender, the Borrower mayshall have the right, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Lender and the Administrative Agent, not later than sixty (60) days following such Lender’s delivery of such notice or certificate, to require such Lender or Defaulting Lender to transfer and assign, without recourse (or discount, in accordance with and subject to the restrictions contained in Section 12.2)9.7, all of its interests, rights and obligations under this Agreement (including, without limitation, its Revolving Commitments and its Revolving Credit Percentage of the Loan Documents Obligations) to an Eligible Assignee that one or more financial institutions chosen by the Borrower (and approved by the Administrative Agent and the Issuing Lender, which approval shall not be unreasonably withheld) which have agreed to so acquire and assume such assigned obligations (which assignee may be another Lenderinterests, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred rights and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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 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 obligations. A Lender shall not thereafter be required to make any such transfer and assignment hereunder. In unless all Obligations owing to such Lender, including, without limitation, those arising under Sections 2.10, 2.12 and 2.16, have been paid in full and such Lender shall have no further obligations with respect to its Revolving Commitments, and no Lender shall be required to make any such transfer and assignment if prior thereto the event that circumstances entitling the Borrower to require such a replaced Lender does not execute an Assignment transfer and Acceptance assignment cease to apply as a result of such Lender’s withdrawing its notice or certificate pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.82.10, the Borrower shall be entitled (but not obligated)2.12 or 2.16, upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2as applicable.

Assignment of Commitments Under Certain Circumstances. Duty to -------------------------------------------------------------- Mitigate. (a) In the event (ai) any Lender requests delivers a certificate requesting --------- compensation pursuant to Section 5.32.12, (bii) any Lender delivers a notice described in Section 5.2, 2.13 or (ciii) Holdings or any Obligor a Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.12.18, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrower Parent may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(a9.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.29.04), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) such assignment shall not conflict with any Law law, -------- rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) except in the case of clause (d) or (e) above, no Event of Default Parent shall have occurred received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and be continuing, (iiiz) the Borrower Parent or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, Lender plus all fees Commitment Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 2.12 and Section 12.22.14).

Assignment of Commitments Under Certain Circumstances. In the event at any time after the Closing Date (a) any Lender requests compensation pursuant to Section 5.33.06, (b) any Lender delivers a notice described in Section 5.2, 3.08 or (c) Holdings or any Obligor the Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender3.10, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(a)10.03), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.210.03), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiB) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, continuing and (iiiC) the Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, respectively, plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1Section 3.06, 5.2, 5.3 3.10 and 5.4Section 3.11), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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, provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s 's request or notice under Section 5.2 3.06 or 5.3 3.08 or demand for additional amounts under Section 5.13.10, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.13.06, 5.2 3.08 or 5.33.10, 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.12 or 2.13, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is the Borrowers shall be required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged 2.18 or (ec) any a proposed extension shall have been approved by the Consenting Lenders but a Dissenting Lender is a Defaulting Lendershall have given or be deemed to have given notice to the Agent of its objection thereto, the Borrower mayBorrowers shall have the right, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))their own expense, upon notice to such Lender and the Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained provisions set forth in Section 12.2), 9.04) all of its interests, rights and obligations under this Amended Agreement to another financial institution identified by the Loan Documents Borrowers and reasonably acceptable to an Eligible Assignee that the Agent, and such financial institution shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided PROVIDED that (i) no such assignment shall not conflict with any Law law, rule, regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) Borrowers shall pay or (e) above, no Event of Default shall have occurred and cause to be continuing, (iii) the Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to on the sum date of such assignment 100% of the aggregate amount of principal of and interest accrued to the date of such payment on the outstanding Loans and participations in the Letter of such Lender, plus Credit Disbursements made by it hereunder and all fees and other amounts accrued for its account or owed to it hereunder; PROVIDED FURTHER that, in the account case of such Lender hereunder the circumstances or event referred to in clauses (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iva) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (vb) if the consent of the Agentabove, 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 's notice or notice certificate under Section 5.2 2.12 or 5.3 2.13 or demand for additional amounts under Section 5.12.18, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.12.12, 5.2 2.13 or 5.32.18, as the case may be, then such Lender shall not thereafter be required to make any 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event (ai) any Lender requests delivers a certificate requesting compensation pursuant to Section 5.32.13, (bii) any Lender delivers a notice described in Section 5.22.14, (ciii) Holdings or any Obligor a Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account 39 33 of any Lender pursuant to Section 5.1, 2.19 or (div) the short-term ratings of any Lender isdrop below A-1 or P-1, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the such Borrower may, at its sole expense expense, effort and effort (including with respect to the processing fee referred to in Section 12.2(a))discretion, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.29.04), all of its interests, rights and obligations under the Loan Documents this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee that assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) except in the case of clause (d) or (e) above, no Event of Default such Borrower shall have occurred received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and be continuing, (iiiz) the such Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans (other than Competitive Loans) of such Lender, Lender plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 Section 2.13 and 5.4Section 2.15), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s request 's claim for compensation under Section 2.13 or notice under Section 5.2 2.14 or 5.3 or demand for additional the amounts under paid pursuant to Section 5.12.19, as the case may be, shall cease to exist cause such Lender to suffer increased costs or become inapplicable for reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a result of any reasonaction taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its rights right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 5.1, 5.2 2.14 or 5.3shall waive its right to further payments under Section 2.19 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. In the event that 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged Borrowers are engaged, or (e) any Lender is fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a Defaulting Lendernotice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrower Borrowers may, at its their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s Borrowers’ right under this Section 5.8 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or 5.3, demand for additional amounts under Section 5.15.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.85.10, the Borrower Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.85.10, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the BorrowerBorrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, Agent shall be effective for purposes of this Section 5.8 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting LenderBorrowers are engaged, the Borrower Borrowers may, at its their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s Borrowers’ right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer Issuer, the U.S. Swingline Lender or the Canadian 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 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 (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 BorrowerBorrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.33.6, (b) any Lender delivers a notice described in Section 5.2, 3.8 or (c) Holdings or any Obligor the Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender3.10, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(a10.3(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.210.3(b)), all of its interests, rights and obligations under the Loan Documents this Amended Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (iA) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiB) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, continuing and (iiiC) the Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, respectively, plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1Section 3.6, 5.2, 5.3 3.10 and 5.4Section 3.11), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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, provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s 's request or notice under Section 5.2 3.6 or 5.3 3.8 or demand for additional amounts under Section 5.13.10, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.13.6, 5.2 3.8 or 5.33.10, 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lenderengaged, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a13.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.213.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Term Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender Agent is required pursuant to Section 12.213.2, 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 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 Lendex xxxx not execute an Assignment and Acceptance pursuant to Section 12.2 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.85.9, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.85.9, to execute such an Assignment and Acceptance on behalf of such replaced LenderLendex, and xxx any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.213.2, the Agent, shall be effective for purposes of this Section 5.8 5.9 and Section 12.213.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.34.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 5.24.2, or (c) Holdings or any Obligor is the Borrowers are required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes 4.1 in an Affiliate aggregate amount in excess of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender$100,000, the Borrower Borrowers may, at its their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.14.1, 5.2, 5.3 4.2 and 5.44.3), (iv) such assignment is consummated within 180 ninety (90) days after the date on which the Borrower’s Borrowers’ right under this Section 5.8 arises, and (v) if the consent of such assignee is reasonably acceptable to the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 4.2 or 5.3 4.3 or demand for additional amounts under Section 5.14.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.14.1, 5.2 4.2 or 5.34.3, 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.33.6, (b) any Lender delivers a notice described in Section 5.2, 3.8 or (c) Holdings or any Obligor the Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender3.10, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(a10.3(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.210.3(b)), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided , PROVIDED that (iA) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiB) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, continuing and (iiiC) the Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, respectively, plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1Section 3.6, 5.2, 5.3 3.10 and 5.4Section 3.11), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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, PROVIDED FURTHER that if prior to any such assignment the circumstances or event that resulted in such Lender’s 's request or notice under Section 5.2 3.6 or 5.3 3.8 or demand for additional amounts under Section 5.13.10, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.13.6, 5.2 3.8 or 5.33.10, 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13 or 2.14, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is the Borrower shall be required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender2.19, the Borrower mayshall have the right, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained provisions set forth in Section 12.29.04, including clause (v) of the proviso to Section 9.04(b)) all its interests, rights and obligations under this Agreement to another financial institution designated by the Borrower which shall assume such obligations; provided, that (i) a similar assignment by such Lender be made under the Working Capital and Acquisition Facility Credit Agreement of all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations Working Capital and Acquisition Facility Credit Agreement, (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iii) no such assignment shall not conflict with any Law law, rule, regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid pay to such the affected Lender (and shall take the same actions under the Working Capital and Acquisition Facility Credit Agreement) in immediately available funds an on the date of such assignment the entire amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in Letter of such Lender, plus Credit Disbursements made by it hereunder and all fees and other amounts accrued for the its account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant owed to Section 12.2, such consents are obtainedit hereunder; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request 's notice or notice certificate under Section 5.2 2.13 or 5.3 2.14 or demand for additional amounts under Section 5.12.19, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.12.13, 5.2 2.14 or 5.32,19, as the case may be, then such Lender shall not thereafter be required to make any such assignment hereunder. In hereunder or under the event that a replaced Lender does not execute an Assignment Working Capital 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2Acquisition Facility Credit Agreement.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged Borrowers are engaged, or (e) any Lender is fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a Defaulting Lendernotice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrower Borrowers may, at its their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s Borrowers’ right under this Section 5.8 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or 5.3, demand for additional amounts under Section 5.15.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.85.10, the Borrower Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.85.10, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the BorrowerBorrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, Agent shall be effective for purposes of this Section 5.8 5.10 and Section 12.2.. 133

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13 or 2.14, (b) or the Borrower shall be required to make additional payments to the Administrative Agent or any Lender delivers a notice described in under Section 5.22.18, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is shall be a Defaulting Lender, or any Lender shall not consent to an amendment that requires the consent of such Lender and to which the Majority Lenders have consented, the Borrower mayshall have the right, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to the Administrative Agent and such Lender and the AgentLender, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 8.05) all of its such Lender’s interests, rights and obligations under this Agreement and the Loan other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to an Eligible Assignee that another financial institution approved by the Administrative Agent, the Swingline Lender and each LC Bank to the extent required for assignments under Section 8.05(b) (which approval shall not be unreasonably withheld), which financial institution shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) satisfactory arrangements are made for the payment to such Lender of interest and fees accrued hereunder to the date of such transfer and all other amounts payable hereunder to such Lender on or prior to the date of such transfer, including, without limitation, amounts payable under Section 8.05(b), (ii) no such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuingAuthority, (iii) the Borrower assignee or such assignee the Borrower, as the case may be, shall have paid pay to such Lender the assignor in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans Extensions of Credit made by such Lender, plus assignor hereunder and all fees and other amounts accrued for the its account of such Lender or owed to it hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline assignee is not a 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8assignment, the Borrower shall be entitled (but not obligated), upon receipt by have paid to the replaced Lender Administrative Agent an administrative fee of all amounts required $3,500 on or prior to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf the date of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2assignment.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is are engaged or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 3.4, 4.2, 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender Agent 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 LenderXxxxxx’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 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced LenderXxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting LenderBorrowers are engaged, the Borrower Borrowers may, at its their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s Borrowers’ right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer Issuer, the U.S. Swingline Lender or the Canadian Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 BorrowerBorrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced LenderXxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.. 100

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged [reserved] or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, in the case of any such assignment resulting from payments required to be made pursuant to Section 5.1, such assignment will result in a reduction in such payments thereafter and (v) if the consent of the Agent, any Letter of Credit Issuer or 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 LenderXxxxxx’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 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced LenderXxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lenderengaged, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a13.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.213.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Term Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender Agent is required pursuant to Section 12.213.2, 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 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 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.85.9, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.85.9, 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 extent required pursuant to Section 12.213.2, the Agent, shall be effective for purposes of this Section 5.8 5.9 and Section 12.213.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged Borrowers are engaged, or (e) any Lender is fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a Defaulting Lendernotice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrower Borrowers may, at its their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s Borrowers’ right under this Section 5.8 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or 5.3, demand for additional amounts under Section 5.15.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.85.10, the Borrower Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender 144 of all amounts required to be paid under this Section 5.85.10, to execute such an Assignment and Acceptance on behalf of such replaced LenderXxxxxx, and any such Assignment and Acceptance so executed by the BorrowerBorrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, Agent shall be effective for purposes of this Section 5.8 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (bii) any Lender delivers a notice described in Section 5.2, (ciii) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d5.1 or iv) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lenderengaged, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a13.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.213.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i1) such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii2) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii3) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Term Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv4) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v5) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender Agent is required pursuant to Section 12.213.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such LenderXxxxxx’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 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 Xxxxxx does not execute an Assignment and Acceptance pursuant to Section 12.2 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.85.9, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.85.9, to execute such an Assignment and Acceptance on behalf of such replaced LenderXxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.213.2, the Agent, shall be effective for purposes of this Section 5.8 5.9 and Section 12.2.13.2. ARTICLE VI

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged [reserved] or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, in the case of any such assignment resulting from payments required to be made pursuant to Section 5.1, such assignment will result in a reduction in such payments thereafter and (v) if the consent of the Agent, any Letter of Credit Issuer or 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 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced LenderXxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (ax) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.3subsection 9.10, (by) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is Borrower has been required to pay additional amounts to any Lender or any Governmental Authority on account Taxes in respect of any Lender pursuant to Section 5.1, subsection 9.12 or (dz) any Lender isshall not have consented to a proposed change, waiver, discharge or becomes an Affiliate 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 Person that iscircumstance where the Majority Lenders have consented to such change, engaged in the business in which the Borrower is engaged waiver, discharge or (e) any Lender is a Defaulting Lendertermination, the U.S. Borrower mayshall have the right, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), subsection 17.6) all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the Loan Documents U.S. Borrower and reasonably acceptable to an Eligible Assignee that the General Administrative Agent (subject to the restrictions contained in subsection 17.6) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) no such assignment shall not conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdictionAuthority, (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 such assignee the assignee, as the case may be, shall have paid pay to such the transferor Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus made by it hereunder and all fees and other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 9.10 and any amounts that would be payable under Subsection 9.11 if such amount were a prepayment made in the account amount and on the date of such 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 Borrower’s right under this Section 5.8 arises, and (viii) if in the consent case 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 resulting from an event that resulted described 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8clause (z) above, the Borrower applicable Assignee shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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, have agreed to the extent required pursuant to Section 12.2applicable change, the Agentwaiver, shall be effective for purposes of this Section 5.8 and Section 12.2discharge or termination.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event ----------------------------------------------------- (a) any Lender requests compensation pursuant to Section 5.33.6, (b) any Lender delivers a notice described in Section 5.2, 3.8 or (c) Holdings or any Obligor the Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender3.10, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(a)10.3), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.210.3), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (iA) such assignment shall not -------- conflict with any Law law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiB) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, continuing and (iiiC) the Borrower or such assignee shall have paid to such the Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, respectively, plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1Section 3.6, 5.2, 5.3 3.10 and 5.4Section 3.11), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, 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, provided further that if prior to any such -------- ------- assignment the circumstances or event that resulted in such Lender’s 's request or notice under Section 5.2 3.6 or 5.3 3.8 or demand for additional amounts under Section 5.13.10, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.13.6, 5.2 3.8 or 5.33.10, 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 replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid 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 extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.