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

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower shall be required to make additional payments or indemnity payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Increased Cost Lender and the Administrative Agent, to replace such Terminated Increased Cost Lender with an assignee (in accordance with and subject to the restrictions and requirements contained in Section 9.04) approved by the Administrative Agent, and, in the case of any Increased Cost Lender with a Revolving Credit Commitment, also approved by the Issuing Bank and the Swingline Lender, and in the case of any Increased Cost Lender with an LC Facility Participation, also approved by the LC Facility Issuing Bank (which approval shall not be unreasonably withheld), and such Terminated Increased Cost Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee, and the Administrative Agent shall record such assignment in the Register; provided, however, that no Terminated Increased Cost Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment payment, or applicable claim, on the Loans made by such Terminated Lender and Increased Cost Lender, participations in LC Disbursements and Swingline Loans held by such Terminated Increased Cost Lender and any LC Facility Deposits by such Increased Cost Lender and all commitment fees and other fees owed to such Terminated Increased Cost Lender hereunder and all other amounts accrued for such Terminated Increased Cost Lender’s account or owed to it hereunder (including, without limitation, including any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or Borrower or the Additional Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), Borrower or the Borrower Additional Borrower, as applicable, shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with (x) another Lender or (y) an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such other Lender or assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Lender shall have been paid in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Feesthe Applicable Prepayment Penalty that would be payable if such Terminated Lender’s Loans had been repaid at such time). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower shall be required to make additional payments or indemnity payments to any Lender under Section 2.16 or any Lender becomes a Defaulting Lender (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Increased Cost Lender and the Administrative Agent, to replace such Terminated Increased Cost Lender with an assignee (in accordance with and subject to the restrictions and requirements contained in Section 9.04) approved by the Administrative AgentAgent (such approval not to be unreasonably withheld), and, in the case of any Increased Cost Lender with a Revolving Credit Commitment, also approved by the Issuing Bank and the Swingline Lender (which such approval shall not to be unreasonably withheld), and such Terminated Increased Cost Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee, and the Administrative Agent shall record such assignment in the Register; provided, however, that no Terminated Increased Cost Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment payment, or applicable claim, on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Increased Cost Lender and all commitment fees and other fees owed to such Terminated Increased Cost Lender hereunder and all other amounts accrued for such Terminated Increased Cost Lender’s account or owed to it hereunder (including, without limitation, including any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) ), or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in that fall within the proviso to the first sentence of Section 9.08(e9.08(b), the consent of all Lenders required hereunder would have been obtained but for such one Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Increased-Cost Lender or Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations obli- Table of Contents gations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure Table of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.Contents

Assignment of Commitments Under Certain Circumstances. In the event that If (a) any Lender (i) shall have delivered a notice or certificate pursuant to Section 2.14 2.14, (ii) shall become subject to the provisions of Section 2.15 or 2.15(iii) shall fail or refuse to fund its portion of any Loan for any reason other than the failure of the Borrower to satisfy the conditions precedent to the making of such Loan hereunder, or (b) the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) 2.20 or (bc) subject any Lender shall fail or refuse, for any reason, to the terms and conditions of Section 9.08(e), in connection with approve any proposed amendment, modification, termination, waiver or consent with respect to any hereunder that has been approved by Lenders holding more than 85% of the provisions hereof described in Section 9.08(e)aggregate principal amount of (i) the Loans at such time, (ii) the consent of all Lenders required hereunder would have been obtained but for LC Exposure at such Lender’s failure to consent time and (iii) the aggregate unused Commitments at such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”)time, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld10.04(b)), and such Terminated Lender hereby agrees to transfer and assign to such assignee without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04(b)) all its interests, rights and obligations under this Agreement to such assigneeAgreement; provided, however, that (A) no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and Authority, (iiB) such assignee or the Borrower shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of the Loans made by such Lender hereunder, (C) in the case of an assignment pursuant to clause (c) above, the Borrower must exercise its right to replace such Lender within 90 days of such Lender's failure to approve the applicable amendment, waiver or consent, as applicable, and (D) the Borrower shall pay to the affected Lender in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s 's account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Registerhereunder.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 2.12 or 2.152.13, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each2.09 or 2.17, or any Lender shall be a Defaulting Lender, or any Lender shall not consent to an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), amendment that requires the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (to which the “Terminated Lender”)Majority Lenders have consented, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative AgentLender, to replace require such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its such Lender’s interests, rights and obligations under this Agreement and the other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to another Eligible Assignee identified by the Borrower and approved by the Administrative Agent, the Swingline Lender and each LC Bank to the extent required for assignments under Section 9.04(b), which financial institution shall assume such obligations of such Lender for consideration equal to the outstanding principal amount of such Lender’s Advances, and if satisfactory arrangements are made for the payment to such assigneeLender of interest and fees accrued hereunder to the date of such transfer and all other amounts payable hereunder to such Lender on or prior to the date of such transfer, including, without limitation, amounts payable under Section 9.05(b); provided, however, provided that no Terminated Lender shall be obligated to make any such assignment unless (i) no such assignment shall not conflict with any law law, rule or any rule, regulation or order of any Governmental Authority and Authority, (ii) such the assignee or the Borrower Borrower, as the case may be, shall pay to the affected Terminated Lender assignor in immediately available funds on or prior to the date of such assignment the principal of and interest accrued to the date of payment on the Loans Extensions of Credit made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender assignor hereunder and all other amounts accrued for such Terminated Lender’s its account or owed to it hereunder and (including, without limitation, any Commitment Feesiii). Each Lender agrees that, if it becomes the assignee is not a Terminated LenderLender prior to such assignment, it the Borrower shall execute and deliver have paid to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver administrative fee of $3,500 on or prior to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to date of such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (ai) any Lender shall have delivered or the Issuing Bank delivers a notice or certificate requesting compensation pursuant to Section 2.14 or 2.152.11, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.12 or (iii) the Borrower shall be is required to make pay any additional payments amount to any Lender under or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”)2.17, the Borrower shall have the right, but not the obligationmay, at its own expensesole expense and effort, upon notice to such Terminated Lender or the Issuing Bank and the Administrative Agent, to replace require such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, or the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) ), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigneeassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); providedprovided that (w) no Default or Event of Default has occurred and is continuing, however, that no Terminated Lender shall be obligated to make any such assignment unless (ix) such assignment shall not conflict with any law law, rule or any rule, regulation or order of any court or other Governmental Authority and having jurisdiction, (iiy) such assignee or the Borrower shall pay have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Terminated Lender or the Issuing Bank in immediately available funds on an amount equal to the date sum of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans made by such Terminated Lender and participations in LC L/C Disbursements and Swingline Loans held by of such Terminated Lender and or the Issuing Bank plus all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the account of such Terminated Lender’s account Lender or owed to it the Issuing Bank hereunder (includingincluding any amounts under Section 2.11 and Section 2.13); provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender's or the Issuing Bank's claim for compensation under Section 2.11 or notice under Section 2.12 or the amounts paid pursuant to Section 2.17, without limitationas the case may be, any Commitment Fees). Each cease to cause such Lender agrees thator the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, if it becomes or cease to have the consequences specified in Section 2.12, or cease to result in amounts being payable under Section 2.17, as the case may be (including as a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure result of any Terminated action taken by such Lender or the Issuing Bank pursuant to execute an Assignment and Acceptance paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.11 in respect of such circumstances or event or shall withdraw its notice under Section 2.12 or shall waive its right to further payments under Section 2.17 in respect of such circumstances or event, as the case may be, then such Lender or the Issuing Bank shall not render thereafter be required to make any such sale transfer and purchase (and assignment hereunder. In the corresponding assignment) invalid and case of any such assignment by an Issuing Bank, such assignment shall be recorded not affect the Issuing Bank's rights under this Agreement in the Registerrespect of any Letters of Credit issued by it that remain outstanding.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.152.16, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 2.17 (each, an “"Increased Cost Lender”) "), or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in that fall within the proviso to the first sentence of Section 9.08(e10.08(b), the consent of all Lenders required hereunder would have been obtained but for such Lender’s one or more Lenders representing no more than 25% of the aggregate amount of Term B Loans outstanding and the Revolving Credit Commitments (or after the Revolving Credit Maturity Date, the Revolving Credit Exposure) failure to consent (each such Lender, a “"Non-Consenting Lender”"); then, with respect to each such Increased Cost Lender or Non-Consenting Lender and Increased Cost Lender (the “"Terminated Lender”"), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.0410.04) approved by the Administrative Agent, the Issuing Bank and Bank, the Swingline Lender and Foreign Currency Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements Disbursements, Swingline Loans and Swingline Foreign Currency Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s 's account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each2.09 or 2.18, or any Lender shall be a Defaulting Lender, or any Lender shall not consent to an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), amendment that requires the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (to which the “Terminated Lender”)Majority Lenders have consented, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative AgentLender, to replace require such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.048.04) all its such Lender’s interests, rights and obligations under this Agreement and the other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to another Eligible Assignee identified by the Borrower and approved by the Administrative Agent, the Swingline Lender and each LC Bank to the extent required for assignments under Section 8.04(b), which financial institution shall assume such obligations of such Lender for consideration equal to the outstanding principal amount of such Lender’s Advances, and if satisfactory arrangements are made for the payment to such assigneeLender of interest and fees accrued hereunder to the date of such transfer and all other amounts payable hereunder to such Lender on or prior to the date of such transfer, including, without limitation, amounts payable under Section 8.05(b); provided, however, provided that no Terminated Lender shall be obligated to make any such assignment unless (i) no such assignment shall not conflict with any law law, rule or any rule, regulation or order of any Governmental Authority and Authority, (ii) such the assignee or the Borrower Borrower, as the case may be, shall pay to the affected Terminated Lender assignor in immediately available funds on or prior to the date of such assignment the principal of and interest accrued to the date of payment on the Loans Extensions of Credit made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender assignor hereunder and all other amounts accrued for such Terminated Lender’s its account or owed to it hereunder and (including, without limitation, any Commitment Feesiii). Each Lender agrees that, if it becomes the assignee is not a Terminated LenderLender prior to such assignment, it the Borrower shall execute and deliver have paid to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver administrative fee of $3,500 on or prior to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to date of such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with (x) another Lender or (y) an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld10.04), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04) all its interests, rights and obligations under this Agreement to such other Lender or assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Lender shall have been paid in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to Section 2.12(b), 2.14 or 2.15, or the any Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower Borrowers shall have the right, but not the obligation, at its their own expense, upon notice to such Terminated Increased Cost Lender and the Administrative Agent, to replace such Terminated Increased Cost Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.0410.04) approved by the Administrative Agent, Agent and the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Increased Cost Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Increased Cost Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower Borrowers shall pay to the affected Terminated Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Increased Cost Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Increased Cost Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.152.13, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 2.14 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e9.08(f), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), 9.08(f) with respect to which the consent of all the Requisite Lenders required hereunder would have been is obtained but for the required consent of such Lender’s failure to consent Lender is not obtained (such Lender, a “Non-Consenting Lender”); then, with respect to each such Increased Cost Lender and each such Non-Consenting Lender and Increased Cost Lender (the each, a “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender Agent (which approval shall not be unreasonably withheld), and such Terminated Lender Lenders hereby agrees agree to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the each affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees)hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and AcceptanceAssumption; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the any Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e9.08(f), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), 9.08(f) with respect to which the consent of all the Requisite Lenders required hereunder would have been or the Supermajority Lenders is obtained but for the required consent of such Lender’s failure to consent Lender is not obtained (such Lender, a “Non-Consenting Lender”); then, with respect to each such Increased Cost Lender and each such Non-Consenting Lender and Increased Cost Lender (the each, a “Terminated Lender”), the U.S. Borrower shall have the right, but not the obligation, at its own 100 expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender Agent (which approval shall not be unreasonably withheld), and such Terminated Lender Lenders hereby agrees agree to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower Borrowers shall pay to the each affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees)hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and AcceptanceAssumption; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to Section 2.12(b), 2.14 or 2.15, or the any Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “"Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e"), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower Borrowers shall have the right, but not the obligation, at its their own expense, upon notice to such Terminated Increased Cost Lender and the Administrative Applicable Agent, to replace such Terminated Increased Cost Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.0410.04) approved by the Administrative AgentApplicable Agent and, in the case of a Revolving Lender, the applicable Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Increased Cost Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Increased Cost Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower Borrowers shall pay to the affected Terminated Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Increased Cost Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Increased Cost Lender hereunder and all other amounts accrued for such Terminated Lender’s 's account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) ), or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in that fall within the proviso to the first sentence of Section 9.08(e9.08(b), the consent of all Lenders required hereunder would have been obtained but for such one Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Increased-Cost Lender or Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”"INCREASED COST LENDER") or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s 's failure to consent (such Lender, a “Non"NON-Consenting Lender”CONSENTING LENDER"); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”"TERMINATED LENDER"), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee; providedPROVIDED, howeverHOWEVER, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s 's account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) ), or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in that fall within the proviso to the first sentence of Section 9.08(e9.08(b), the consent of all Lenders required hereunder would have been obtained but for such one Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Increased-Cost Lender or Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations obli- Table of Contents gations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower Borrowers shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or in the event any Lender (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); ) does not consent to any proposed amendment to this Agreement pursuant to Section 9.02 for which the consent of each Lender or each Lender of any Class is required and to which the Requisite Lenders or Requisite Lenders of such Class, as applicable, have consented, then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower Representative shall have the right, but not the obligation, at its own expensethe expense of the Borrowers, upon notice to such Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender Lender”) and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.049.10) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.049.10) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (ia) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (iib) such assignee or the Borrower Borrowers shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated ) and (c) in the case of any Non-Consenting Lender, it shall execute and deliver each Non-Consenting Lender whose consent is required in connection with the proposed amendment is removed pursuant to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Registerthis Section 2.20.

Assignment of Commitments Under Certain Circumstances. In After the Initial Borrowing Date, in the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.152.18, or the any Borrower or any Guarantor shall be required to make additional payments to any Lender under Section 2.16 2.19 (each, an “Increased Cost Lender”) or ), (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in that fall within the proviso to the first sentence of Section 9.08(e10.08(b), the consent of all Lenders required hereunder would have been obtained but for such Lender’s one or more Lenders representing no more than 25% of the aggregate amount of Term Loans outstanding and the Revolving Credit Commitments (or, after the Revolving Credit Maturity Date, the Revolving Credit Exposure) failure to consent (each such Lender, a “Non-Consenting Lender”)) or (c) any Lender becomes a Defaulting Lender; then, with respect to each such Increased Cost Lender, Non-Consenting Lender and Increased Cost or Defaulting Lender (the “Terminated Lender”), the Borrower Canadian Parent shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.0410.04 and which assignee, in the case of a Non-Consenting Lender, shall consent to such amendment, modification, termination, waiver or consent) approved by the Administrative Agent, the respective Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheldwithheld or delayed), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower Canadian Parent shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans Advances made by such Terminated Lender and participations in Advances and LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower Borrowers shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or in the event any Lender (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); ) does not consent to any proposed amendment to this Agreement pursuant to Section 9.08 for which the consent of each Lender or each Lender of any Class is required and to which the Requisite Lenders or Requisite Lenders of such Class, as applicable, have consented, then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower Representative shall have the right, but not the obligation, at its own expensethe expense of the Borrowers, upon notice to such Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender Lender”) and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower Borrowers shall pay to the affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees). Each Lender agrees that, if it becomes a Terminated ) and (iii) in the case of any Non-Consenting Lender, it shall execute and deliver each Non-Consenting Lender whose consent is required in connection with the proposed amendment is removed pursuant to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Registerthis Section 2.20.

Assignment of Commitments Under Certain Circumstances. (a) In the event that (ai) any Lender shall have delivered or the Issuing Bank delivers a notice or certificate requesting compensation pursuant to Section 2.14 or 2.152.11, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.12 or (iii) the Borrower shall be is required to make pay any additional payments amount to any Lender under or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”)2.17, the Borrower shall have the right, but not the obligationmay, at its own expensesole expense and effort, upon notice to such Terminated Lender or the Issuing Bank and the Administrative Agent, to replace require such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, or the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) ), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigneeassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); providedprovided that (w) no Default or Event of Default has occurred and is continuing, however, that no Terminated Lender shall be obligated to make any such assignment unless (ix) such assignment shall not conflict with any law law, rule or any rule, regulation or order of any court or other Governmental Authority and having jurisdiction, (iiy) such assignee or the Borrower shall pay have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Terminated Lender or the Issuing Bank in immediately available funds on an amount equal to the date sum of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans made by such Terminated Lender and participations in LC L/C Disbursements and Swingline Loans held by of such Terminated Lender or the Issuing Bank plus all Fees and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the account of such Terminated Lender’s account Lender or owed to it the Issuing Bank hereunder (includingincluding any amounts under Section 2.11 and Section 2.13); provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender's or the Issuing Bank's claim for compensation under Section 2.11 or notice under Section 2.12 or the amounts paid pursuant to Section 2.17, without limitationas the case may be, any Commitment Fees). Each cease to cause such Lender agrees thator the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, if it becomes or cease to have the consequences specified in Section 2.12, or cease to result in amounts being payable under Section 2.17, as the case may be (including as a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure result of any Terminated action taken by such Lender or the Issuing Bank pursuant to execute an Assignment and Acceptance paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.11 in respect of such circumstances or event or shall withdraw its notice under Section 2.12 or shall waive its right to further payments under Section 2.17 in respect of such circumstances or event, as the case may be, then such Lender or the Issuing Bank shall not render thereafter be required to make any such sale transfer and purchase (and assignment hereunder. In the corresponding assignment) invalid and case of any such assignment by an Issuing Bank, such assignment shall be recorded not affect the Issuing Bank's rights under this Agreement in the Registerrespect of any Letters of Credit issued by it that remain outstanding.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 2.12 or 2.152.13, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 2.14 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), ) with respect to which the consent of all the Requisite Lenders required hereunder would have been is obtained but for the required consent of such Lender’s failure to consent Lender is not obtained (such Lender, a “Non-Consenting Lender”); then, with respect to each such Increased Cost Lender and each such Non-Consenting Lender and Increased Cost Lender (the each, a “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender Agent (which approval shall not be unreasonably withheld), and such Terminated Lender Lenders hereby agrees agree to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the each affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder (including, without limitation, any Commitment Fees)hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and AcceptanceAssumption; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or the Borrower shall be required to make additional payments or indemnity payments to any Lender under Section 2.16 or any Lender becomes a Defaulting Lender (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 9.08(e), the consent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Increased Cost Lender and the Administrative Agent, to replace such Terminated Increased Cost Lender with an assignee (in accordance with and subject to the restrictions and requirements contained in Section 9.04) approved by the Administrative Agent, and, in the case of any Increased Cost Lender with a Revolving Credit Commitment, also approved by the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld)Bank, and such Terminated Increased Cost Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee, and the Administrative Agent shall record such assignment in the Register; provided, however, that no Terminated Increased Cost Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to the affected Terminated Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment payment, or applicable claim, on the Loans made by such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Increased Cost Lender and all commitment fees and other fees owed to such Terminated Increased Cost Lender hereunder and all other amounts accrued for such Terminated Increased Cost Lender’s account or owed to it hereunder (including, without limitation, including any Commitment Fees). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Terminated Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.