Common use of Change of Lending Office; Replacement of Lenders Clause in Contracts

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a) or 2.17 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17. (b) If any Lender (i) requests compensation under Sections 2.14 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(i) or 2.17 with respect (ii), 3.01(c), or 3.03 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(i) or 2.17(ii), or if 3.01(c) with respect to such Lender, (ii) the Borrower is, or because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendmentLender is a Defaulting Lender, supplement, modification, consent a Non-Consenting Lender or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)an Objecting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of paid to the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lenderassignment fee specified in Section 11.06(c), which consent shall not unreasonably be withheld, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation payable pursuant to Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(i) or (ii), or Section 3.01(c) with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.04 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01 or 3.03.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14Sections 3.01, 2.15(a) 3.03, 3.04 or 2.17 with respect 3.06 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If (a) any Lender (i) requests compensation under Sections 2.14 or 2.17Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (iib) becomes any Lender is a Defaulting Lender or (iiic) any Lender does not consent to any a request for an extension pursuant to Section 2.16(a) or a proposed amendment, supplementchange, modificationwaiver, consent discharge or waiver of termination with respect to any provision of this Agreement or any other Loan Document that requires requiring the consent approval of each of the all Lenders or each of the all Lenders directly affected thereby (so long as the consent of the Required Lenders that has been obtained pursuant to Section 10.1)approved by the applicable Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.611.06(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13(c), 3.04 or 3.03, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term Loans, Revolving Credit all Loans and participations in Letters of Creditowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or and from the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 and prepayment premium under Section 2.13(c)), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 Section 3.04 or payments required to be made pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or if 3.04 with respect to such Lender, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, or (iiiii) becomes if any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)an Impacted Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the U.S. Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The U.S. Borrower or the rights of hereby agrees to pay all reasonable, documented, out-of-pocket costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, (ii) the U.S. Borrower is, or if because of a matter in existence as of the date that the U.S. Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the U.S. Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii1) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the U.S. Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof but excluding any amount payable under Section 2.13(g)), and (iii2) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the U.S. Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14Sections 3.01, 2.15(a) 3.03, 3.04 or 2.17 with respect 3.06 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If (a) any Lender (i) requests compensation under Sections 2.14 or 2.17Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (iib) becomes any Lender is a Defaulting Lender or (iiic) any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained a request for an extension pursuant to Section 10.1)2.16(a) or a proposed change, waiver, discharge or termination with respect to any Loan Document requiring the approval of all Lenders or of all Lenders directly affected thereby that has been approved by the applicable Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the applicable Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.611.06(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13(c), 3.04 or 3.03, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) the Borrower shall have received the prior written consent of the applicable Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term Loans, Revolving Credit all Loans and participations in Letters of Creditowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or and from the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 and prepayment premium under Section 2.13(c)), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 Section 3.04 or payments required to be made pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, (ii) the Borrower is, or if because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.05 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a2.6(a)(ii) or 2.17 (iii) or 2.6(c) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender requests any compensation, reimbursement or other payment under Section 2.6(a)(ii) or (iiii), 2.6(c) requests compensation under Sections 2.14 or 2.173.2(b) with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.4(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 2.7 and any amounts accrued and owing to such Lender under Section 2.6(a)(ii) or (iii), 2.6(c) or 3.2(b)), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under Section 2.6(a)(ii) or (iii), 2.6(c) or 3.2(b) with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 2.8 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 2.6.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, (ii) the Borrower is, or if because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, or (iiiii) becomes any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and , including any breakage compensation under Section 3.02 hereof), (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or paymentspayments and (4) in the case of any assignment from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantagedisadvantage deemed by such Lender to be material, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)3.03, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of , including any such assignment resulting from a claim for breakage compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a3.02 hereof), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a2.8(a)(ii) or 2.17 (iii) or 2.8(c) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender requests any compensation, reimbursement or other payment under Section 2.8(a)(ii) or (iiii), 2.8(c) requests compensation under Sections 2.14 or 2.173.2(b) with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.4(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 2.7 and any amounts accrued and owing to such Lender under Section 2.8(a)(ii) or (iii), 2.8(c) or 3.2(b)), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under Section 2.8(a)(ii) or (iii), 2.8(c) or 3.2(b) with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 2.8.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c) or 3.03 requiring the payment of additional amounts to such (or indemnify) the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantagedisadvantage deemed by such Lender to be material, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii) or 3.01(c) with respect to such Lender, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for pursuant to Section 3.03, (iii) any Lender is a Defaulting Lender at such time or (iv) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the account provisions hereof as contemplated by Section 11.12(a), the consent of any Required Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained; then, with respect to each such Lender pursuant to Section 2.15(aclauses (i), (ii) becomes a Defaulting Lender or ), (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby and (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1iv), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees, but subject, in the case of a Defaulting Lender, to the provisions of Section 2.12(a)(ii) hereof) or the Borrower (in the case of all other amounts) and (iii) in the case of , including any such assignment resulting from a claim for breakage compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a3.02 hereof), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Nothing in this Section 3.04 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01 or 3.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.10(a)(ii) or 2.17 (iii), 2.10(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.10(a)(ii) or (iiii), 2.10(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.10(a)(ii) or (iii), 2.10(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.10 or 3.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.10(a)(ii) or 2.17 (iii) or 2.10(c), with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender (irequests any compensation, reimbursement or other payment under section 2.10(a)(ii) requests compensation under Sections 2.14 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent or 2.10(c) with respect to such Lender, or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 13.4(c)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under section 2.11 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.10(a)(ii) or (iii) or 2.10(c) with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.10.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 2.9(a)(ii) or 2.17 with respect (iii), 2.9(c), 5.3 or 3.9 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 2.9(a)(ii) or 2.17(iii), 2.9(c) or 3.9 with respect to such Lender, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)5.3, (ii) becomes or if any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.613.5(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 2.10 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 2.9(a)(ii) or (iii), Section 2.9(c) or Section 3.9 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)5.3, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.9, 3.9 or 5.3.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the BorrowerBorrower Representative, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, or if (ii) the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)3.03, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)3.03, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, (ii) the Borrower is, or if because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a2.6(a)(ii) or 2.17 (iii), 2.6(c) or 4.5 with respect to such Lender, it will, if requested by the BorrowerBorrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 2.6(a)(ii) or 2.17(iii) or 2.6(c) with respect to such Lender, or if (ii) the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)5.5, (ii) becomes a Defaulting Lender or (iii) does not consent to any Lender is a Defaulting Lender, or (iv) in connection with any proposed amendment, supplement, modification, termination, waiver or consent or waiver of with respect to any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long provisions hereof as contemplated by Section 12.11, the consent of the Required Lenders has shall have been obtained pursuant to Section 10.1but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”), then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.4(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (iA) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts, including any breakage compensation under Section 2.7 and any amounts accrued and owing to such Lender under Section 2.6(a)(ii) and or (iii), 2.6(c) or 5.4), (C) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 2.6(a)(ii) or (iii) or 2.6(c) with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)5.5, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments, and (D) in the case of an assignment from a Non-Consenting Lender to an Eligible Assignee, such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. (c) Nothing in this Section 2.8 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Section 2.6 or 5.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 2.6(a)(ii) or 2.17 (iii), 2.6(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) requests compensation any compensation, reimbursement or other payment under Sections 2.14 2.6(a)(ii) or 2.17(iii), 2.6(c) or 3.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender governmental authority pursuant to Section 2.15(a)5.4, (ii) becomes or if any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.4(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 2.7 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 2.6(a)(ii) or (iii), 2.6(c) or 3.5 with respect to such Lender, or resulting from any required payments to any Lender or governmental authority pursuant to Section 2.15(a)5.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 2.8 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 2.6, 3.5 or 5.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 (iii), Section 3.01(c), Section 3.03 or Section 3.04 with respect to such Lender, it will, if requested by the BorrowerCompany, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Domestic Lending Office or Foreign Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Domestic Lending Office or Foreign Lending Office, as the case may be, suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or if the Section 3.04 with respect to such Lender, (ii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (iiiii) becomes any Lender is a Defaulting Lender or (iiiiv) does not any Lender refused to consent to any proposed amendment, supplement, modification, consent waiver or waiver other modification of any provision of this Agreement or any other Loan Document requested by the Company that requires the consent of each a greater percentage of the Lenders or each of the Lenders affected thereby (so long as the consent of than the Required Lenders has been obtained pursuant and such amendment, waiver or other modification is consented to Section 10.1)by the Required Lenders, then the Borrower Company may, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Global Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.05(c)), all its interests, rights and obligations under this Agreement to an assignee that Eligible Assignee that, so long as no Event of Default shall have occurred and is continuing, is not subject to any Taxes, which Eligible Assignee shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (ix) the Borrower Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Global Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (iiy) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower or Borrowers (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iiiz) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), (c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a an unconditional and irrevocable waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Section 3.01, Section 3.03 or Section 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of governmental authority pursuant to section 5.4, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under section 2.10 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to such Lender, or resulting from any required payments to any Lender or governmental authority pursuant to Section 2.15(a)section 5.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9, 3.5 or 5.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a2.6(a)(ii) or 2.17 with respect (iii), 2.6(c) or 3.5 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 2.6(a)(ii) or 2.17(iii), 2.6(c), or if 3.5 with respect to such Lender, (ii) the Borrower is, or because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)5.5, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any Lender is a Defaulting Lender, or (iv) in connection with any proposed amendment, supplement, modification, termination, waiver or consent or waiver of with respect to any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long provisions hereof as contemplated by Section 12.11, the consent of the Required Lenders has shall have been obtained pursuant to Section 10.1but the consent of a Lender whose consent is required shall not have been obtained (each a "Non-Consenting Lender"), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.4(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 2.7 and any amounts accrued and owing to such Lender under Section 2.6(a)(ii) or (iii), 2.6(c) or 5.4 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 2.6(a)(ii) or (iii), Section 2.6(c) or Section 3.5 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)5.5, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments, and (D) in the case of an assignment from a Non-Consenting Lender to an Eligible Assignee, such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 2.8 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.6, 5.4 or 5.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) iiA such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9 or 3.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or if 3.04 with respect to such Lender, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender 3.03 or (iii) does not consent to in connection with any proposed amendment, supplement, modification, termination, waiver or consent or waiver of with respect to any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long provisions hereof as contemplated by Section 11.12, the consent of the Required Lenders has shall have been obtained pursuant to Section 10.1), but the consent of a Lender whose consent is required shall not have been obtained (each a "Non-Consenting Lender") then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and , including any breakage compensation under Section 3.02 hereof), (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or paymentspayments and (4) in the case of an assignment from a Non-Consenting Lender to an Eligible Assignee, such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 1.10(a)(ii) or 2.17 (iii), 1.10(c), 2.5 or 4.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 1.10(a)(ii) or (iiii), 1.10(c) requests compensation under Sections 2.14 or 2.172.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of pursuant to section 4.4, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all section 12.4(b)),all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under section 1.10(a)(ii) or (iii), 1.10(c) or 2.5 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)section 4.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 1.10, 2.5 or 4.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Revolving Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantagedisadvantage deemed by such Lender to be material, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)3.03, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of , including any such assignment resulting from a claim for breakage compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a3.02 hereof), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a‎Section 3.01(a)(ii) or 2.17 with respect ‎(iii), ‎Section 3.01(c), ‎Section 3.03 or ‎Section 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 ‎Section 3.01(a)(ii) or 2.17‎(iii), ‎Section 3.01(c) or ‎Section 3.04 with respect to such Lender, (ii) the Borrower is, or if because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)‎Section 3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6‎Section 10.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under ‎Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under ‎Section 3.01(a)(ii) or ‎(iii), ‎Section 3.01(c) or ‎Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)‎Section 3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this ‎Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in ‎Section 3.01, ‎Section 3.03 or ‎Section 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9 or 3.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.1(a)(ii) or 2.17 with respect 3.1(a)(iii), 3.1(c), 3.3 or 3.4 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantagedisadvantage deemed by such Lender to be material, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.1(a)(ii) or 2.173.1(a)(iii), 3.1(c), 3.3 or 3.4 with respect to such Lender, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)3.3, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.6(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of . including any such assignment resulting from a claim for breakage compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a3.2 hereof), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Nothing in this Section 3.5 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.1, 3.3 or 3.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, (ii) the Borrower is, or if because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, or (iiiii) becomes or if any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and , including any breakage compensation under Section 3.02 hereof), (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or paymentspayments and (4) in the case of any assignment from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9 or 3.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9 (a) (ii) or 2.17 (iii), 2.9(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9 or 3.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect iii, 3.01c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable, documented, out-of-pocket costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17iii, 3.01c) or 3.04 with respect to such Lender, (ii) the Borrower is, or if because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii1) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii2) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or iii, Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 2.9(a)(ii) or 2.17 with respect (iii), 2.9(c), 5.3 or 3.10 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) requests compensation under Sections 2.14 2.9(a)(ii) or 2.17(iii), 2.9(c), or 3.10 or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)5.3, (ii) becomes or if any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 10.613.5), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that that: (i) the Borrower shall have received the prior written consent of paid to the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lenderassignment fee specified in Section 13.5(b), which consent shall not unreasonably be withheld, ; (ii) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of CreditL/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and ); (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 2.9(a)(ii) or 2.17 (iii), 2.9(c) or 3.10 or payments required to be made pursuant to Section 2.15(a)5.3, such assignment will result in a material reduction in such compensation or paymentspayments thereafter; and (iv) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.9, 3.10 or 5.3.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.8(a)(ii) or 2.17 (iii), 2.8(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.8(a)(ii) or (iiii), 2.8(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.8(a)(ii) or (iii), 2.8(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.10 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.8 or 3.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a) or 2.17 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17. (b) If any Lender (i) requests compensation under Sections 2.14 or 2.17‎Section 3.01, or if requires the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)‎Section 3.05, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to ‎Section 3.01 or ‎Section 3.05, as the case may be, in the future, and (ii) becomes would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under ‎Section 3.01, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to ‎Section 3.05 and, in each case, such Lender has declined or is unable to designate a different Applicable Lending Office in accordance with ‎Section 3.06(a), or if any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6in, and consents required by, ‎Section 11.06(c)), all of its interests, rights (other than its existing rights to payments pursuant to ‎Section 3.01 or ‎Section 3.05) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of paid to the Administrative Agent the assignment fee (and if a Revolving Credit Commitment is being assigned, the Issuing Lenderany) specified in ‎Section 11.06(c), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters reimbursement or any payment on any Letter of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under ‎Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and ), (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 ‎Section 3.01 or payments required to be made pursuant to Section 2.15(a)‎Section 3.05, such assignment will result in a material reduction in such compensation or paymentspayments thereafter, (iv) such assignment does not conflict with applicable law; and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this ‎Section 3.06 shall affect or postpone any of the obligations of the Credit Parties or the right of any Lender provided in Sections ‎3.01 or ‎3.05.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), Section 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the BorrowerBorrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Revolving Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), Section 3.01(c) or 3.04 with respect to such Lender, (ii) the applicable Borrower is, or if because of a matter in existence as of the date that the applicable Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the applicable Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii1) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii2) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9 or 3.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the BorrowerCompany, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of governmental authority pursuant to section 5.4, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 13.4(c)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts) , including any breakage compensation under section 2.10 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to such Lender, or resulting from any required payments to any Lender or governmental authority pursuant to Section 2.15(a)section 5.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in section 2.9, 3.5 or 5.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii) or 2.9(c) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender (irequests any compensation, reimbursement or other payment under section 2.9(a)(ii) requests compensation under Sections 2.14 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent or 2.9(c) with respect to such Lender, or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.9(a)(ii) or (iii) or 2.9(c) with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the BorrowerBorrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, or if (ii) the Borrower is Borrowers are, or because of a matter in existence as of the date that the Borrowers are seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)3.03, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Sections 3.01(a)(ii) or (iii), 3.01(c) or 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Sections 3.01, 3.02, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of governmental authority pursuant to section 5.4, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(c)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under section 2.10 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to such Lender, or resulting from any required payments to any Lender or governmental authority pursuant to Section 2.15(a)section 5.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9, 3.5 or 5.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), Section 3.01(c), Section 3.03 or Section 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), Section 3.01(c) or Section 3.04 with respect to such Lender, (ii) the Borrower is, or if because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.610.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 3.01, Section 3.03 or Section 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.10(a)(ii) or 2.17 (iii), 2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no material economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.10(a)(ii) or (iiii), 2.10(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of governmental authority pursuant to section 5.4, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendmentLender, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1), then THEN the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under section 2.11 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under section 2.10(a)(ii) or (iii), 2.10(c) or 3.5 with respect to such Lender, or resulting from any required payments to any Lender or governmental authority pursuant to Section 2.15(a)section 5.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.12 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in section 2.10, 3.5 or 5.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.10(a)(ii) or 2.17 (iii), 2.10(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.10(a)(ii) or (iiii), 2.10(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 13.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.10(a)(ii) or (iii), 2.10(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.10 or 3.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.1(a)(ii) or 2.17 with respect 3.1(a)(iii), 3.1(c), 3.3 or 3.4 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Revolving Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantagedisadvantage deemed by such Lender to be material, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.1(a)(ii) or 2.173.1(a)(iii), 3.1(c), 3.3 or 3.4 with respect to such Lender or becomes a Defaulting Lender, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)3.3, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.6(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of . including any such assignment resulting from a claim for breakage compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a3.2 hereof), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Nothing in this Section 3.5 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.1, 3.3 or 3.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), or 3.03 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), or if 3.01(c) with respect to such Lender, (ii) the Borrower is, or because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall be made the exercise of its Permitted Discretion and shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), or Section 3.01(c) with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.04 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01 or 3.03.

Change of Lending Office; Replacement of Lenders. (a) Each -------------------------------------------------------------- Lender agrees thatthat if it makes any demand for payment under Section 7.10 or 7.11, upon or if any adoption or change of the occurrence of any event giving rise to the operation of type described in Section 2.14, 2.15(a) or 2.17 7.9 shall occur with respect to such Lenderit, it will, if requested by the Borrower, shall use reasonable efforts (subject consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to overall policy considerations of such Lenderit, as determined in its sole discretion) to designate another a different lending office for any Loans affected by such event with if the object of avoiding the consequences making of such event; provideda designation would reduce or obviate the need for the Borrowers to make payments under Section 7.10 or 7.11, that such designation is made on terms that, in or would eliminate or reduce the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations effect of any Borrower adoption or the rights of any Lender pursuant to change described in Section 2.14, 2.15(a) or 2.177.9. (b) If at any time any Lender (i) requests compensation makes any demand for payment under Sections 2.14 Section 7.10 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account 7.11 as a result of any condition described in any such Section, then the Borrowers may, if such condition continues to exist after such Lender shall have used or failed to use reasonable efforts pursuant to paragraph (a) of this Section 7.14 and on 10 Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall) assign pursuant to Section 2.15(a), (ii15.6(c) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver all of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume another Lender or other bank or financial institution selected by the Company and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of all Loans, accrued interest, fees and other amounts owing to such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) -------- the Borrower Borrowers shall have received the prior written consent of no right to replace the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheldAgent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other bank or financial institution, (iii) such replacement must take place no later than 180 days after such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loansmade any such demand for payment, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiiv) in the case of no event shall any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 or payments Lender hereby replaced be required to pay or surrender to such replacement Lender or other bank or financial institution any of the fees received by such Lender pursuant to this Agreement, (v) the Borrowers shall pay such amounts demanded under Section 7.10 or 7.11 to such Lender, together with any amounts as may be made required pursuant to Section 2.15(a)7.12, prior to such assignment will result in Lender being replaced and the payment of such amounts shall be a material reduction in condition to the replacement of such compensation or payments. A Lender and (vi) such Lender shall not be required to make pay any fees required by Section 15.6(e) in connection with such assignment and delegation ifreplacement, prior thereto, as a result of a waiver which fees shall be paid by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyCompany.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees thatthat if it makes any demand for payment under Section 3.10 or 3.11, upon or if any adoption or change of the occurrence of any event giving rise to the operation of type described in Section 2.14, 2.15(a) or 2.17 3.09 shall occur with respect to such Lenderit, it will, if requested by the Borrower, shall use reasonable efforts (subject consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to overall policy considerations of such Lenderit, as determined in its sole discretion) to designate another a different lending office for any Loans affected by such event with if the object of avoiding the consequences making of such event; provideda designation would reduce or obviate the need for the Company to make payments under Section 3.10 or 3.11, that such designation is made on terms that, in or would eliminate or reduce the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations effect of any Borrower adoption or the rights of any Lender pursuant to change described in Section 2.14, 2.15(a) or 2.173.09. (b) If at any time any Lender (i) requests compensation makes any demand for payment under Sections 2.14 Section 3.10 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account 3.11 as a result of any condition described in any such Section, then the Company may, if such condition continues to exist after such Lender shall have used reasonable efforts pursuant to paragraph (a) of this Section 3.14 and on 10 Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall) assign pursuant to Section 2.15(a), (ii10.06(c) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver all of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume another Lender or other bank or financial institution selected by the Company and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of all Revolving Credit Loans, accrued interest, fees and other amounts owing to such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided -------- that (i) the Borrower Company shall have received the prior written consent of no right to replace the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheldAgent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Company to find a replacement Lender or other bank or financial institution, (iii) such replacement must take place no later than 180 days after such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loansmade any such demand for payment, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiiv) in the case of no event shall any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 or payments Lender hereby replaced be required to pay or surrender to such replacement Lender or other bank or financial institution any of the fees received by such Lender pursuant to this Agreement, (v) the Company shall pay such amounts demanded under Section 3.10 or 3.11 to such Lender, together with any amounts as may be made required pursuant to Section 2.15(a)3.12, prior to such assignment will result in Lender being replaced and the payment of such amounts shall be a material reduction in condition to the replacement of such compensation or payments. A Lender and (vi) such Lender shall not be required to make pay any fees required by Section 10.06(e) in connection with such assignment and delegation ifreplacement, prior thereto, as a result of a waiver which fees shall be paid by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyCompany.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, (ii) the Borrower is, or if because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.10(a)(ii) or 2.17 (iii), 2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.10(a)(ii) or (iiii), 2.10(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of governmental authority pursuant to section 5.4, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(c)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under section 2.11 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under section 2.10(a)(ii) or (iii), 2.10(c) or 3.5 with respect to such Lender, or resulting from any required payments to any Lender or governmental authority pursuant to Section 2.15(a)section 5.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.10, 3.5 or 5.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 2.6(a)(ii) or 2.17 (iii), 2.6(c) or 4.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) requests compensation any compensation, reimbursement or other payment under Sections 2.14 2.6(a)(ii) or 2.17(iii) or 2.6(c) with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender governmental authority pursuant to Section 2.15(a)5.4, (ii) becomes or if any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.4(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 2.7 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 2.6(a)(ii) or (iii) or 2.6(c) with respect to such Lender, or resulting from any required payments to any Lender or governmental authority pursuant to Section 2.15(a)5.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 2.8 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 2.6 or 4.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees thatthat if it makes any demand for payment under Section 3.10 or 3.11, upon or if any -35- adoption or change of the occurrence of any event giving rise to the operation of type described in Section 2.14, 2.15(a) or 2.17 3.09 shall occur with respect to such Lenderit, it will, if requested by the Borrower, shall use reasonable efforts (subject consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to overall policy considerations of such Lenderit, as determined in its sole discretion) to designate another a different lending office for any Loans affected by such event with if the object of avoiding the consequences making of such event; provideda designation would reduce or obviate the need for the Company to make payments under Section 3.10 or 3.11, that such designation is made on terms that, in or would eliminate or reduce the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations effect of any Borrower adoption or the rights of any Lender pursuant to change described in Section 2.14, 2.15(a) or 2.173.09. (b) If at any time any Lender (i) requests compensation makes any demand for payment under Sections 2.14 Section 3.10 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account 3.11 as a result of any condition described in any such Section, then the Company may, if such condition continues to exist after such Lender shall have used reasonable efforts pursuant to paragraph (a) of this Section 3.14 and on 10 Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall) assign pursuant to Section 2.15(a), (ii10.06(c) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver all of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume another Lender or other bank or financial institution selected by the Company and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of all Loans, accrued interest, fees and other amounts owing to such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower -------- Company shall have received the prior written consent of no right to replace the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheldAgent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Company to find a replacement Lender or other bank or financial institution, (iii) such replacement must take place no later than 180 days after such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loansmade any such demand for payment, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiiv) in the case of no event shall any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 or payments Lender hereby replaced be required to pay or surrender to such replacement Lender or other bank or financial institution any of the fees received by such Lender pursuant to this Agreement, (v) the Company shall pay such amounts demanded under Section 3.10 or 3.11 to such Lender, together with any amounts as may be made required pursuant to Section 2.15(a)3.12, prior to such assignment will result in Lender being replaced and the payment of such amounts shall be a material reduction in condition to the replacement of such compensation or payments. A Lender and (vi) such Lender shall not be required to make pay any fees required by Section 10.06(e) in connection with such assignment and delegation ifreplacement, prior thereto, as a result of a waiver which fees shall be paid by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyCompany.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a) or 2.17 4.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Revolving Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, would not cause such Lender and its lending office(s) to suffer no any economic, legal or regulatory disadvantage, ; and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any the Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) 4.4 or 2.17any other provision hereof. (b) If any Lender (i) requests compensation under Sections 2.14 Section 4.4 or 2.17makes a determination as provided in Section 4.4, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)4.5, (ii) becomes if any Lender defaults in its obligation to fund Revolving Loans hereunder, or if a Defaulting Lender or (iii) does not refuses to consent to any proposed an amendment, supplement, modification, consent modification or waiver of any provision of this Agreement or any other Loan Document that that, pursuant to Section 11.1, requires the consent of each 100% of the Lenders or each 100% of the Lenders with Obligations affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)thereby, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.7), all of its interests, rights and obligations under this Agreement to an assignee selected by the Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent consents, so long as no Default has occurred and is continuing, shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Revolving Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder (assuming for this purpose that the Revolving Loans of such Lender were being prepaid) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and ), (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 Section 4.4 or payments required to be made pursuant to Section 2.15(a)4.5, such assignment will result in a material reduction in such compensation or payments, and (iv) in the case of any such assignment resulting from a Lender refusing to consent to an amendment, modification or waiver of this Agreement, then such assignee shall consent, at the time of such assignment, to each matter in respect of which such Lender did not consent. If a Lender refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Revolving Loans and Revolving Commitments of such Lender that are subject to the assignments required by this Section shall include only those Revolving Loans and Revolving Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Lender refused to provide its consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In connection with the foregoing, the Administrative Agent shall have the authority to execute the Assignment and Acceptance on behalf of any Lender making an assignment hereunder.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees thatthat if it makes any demand for payment under subsection 4.10 or 4.11(a), upon or if any adoption or change of the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a) or 2.17 type described in subsection 4.9 shall occur with respect to such Lenderit, it will, if requested by the Borrower, shall use reasonable efforts (subject consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to overall policy considerations of such Lenderit, as determined in its sole discretion) to designate another a different lending office for any Loans affected by such event with if the object of avoiding the consequences making of such event; provideda designation would reduce or obviate the need for the Borrowers to make payments under subsection 4.10 or 4.11(a), that such designation is made on terms that, in or would eliminate or reduce the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations effect of any Borrower adoption or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17change described in subsection 4.9. (b) If at any time any Lender (i) requests compensation makes any demand for payment under Sections 2.14 subsection 4.10 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account 4.11 (a) as a result of any Lender pursuant to Section 2.15(a)condition described in any such subsection, (ii) becomes a Defaulting Lender is subject to any adoption or change of the type described in Section 4.9, or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)becomes a Defaulting Lender, then the Borrower Borrowers may, at its sole expense if such condition continues to exist after such Lender shall have used reasonable efforts pursuant to paragraph (a) of this subsection 4.13 (in the circumstances described in the preceding clause (i)) or such Lender continues to be a Defaulting Lender (in the circumstances described in the preceding clause (ii)) and effort, upon on ten Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender and the Administrative Agent, require by causing such Lender to (and such Lender shall) assign and delegate, without recourse pursuant to subsection 11.6 (in accordance with and subject to the restrictions contained in Section 10.6), c) all of its interests, rights and obligations under this Agreement to an assignee that shall assume another Lender or other bank or financial institution selected by the Borrowers and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of all Revolving Credit Loans and all Reimbursement Obligations, accrued interest, fees and other amounts owing to such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower Borrowers shall have received the prior written consent of no right to replace the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheldAgent, (ii) such neither the Administrative Agent nor any Lender shall have received any obligation to the Borrowers to find a replacement Lender or other (a) to such Lender, together with any amounts as may be required pursuant to subsection 4.12, prior to such Lender being replaced and the payment of an amount equal such amounts shall be a condition to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent replacement of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) Lender and (iiivi) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make pay any fees required by subsection 11.6(e) in connection with such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Change of Lending Office; Replacement of Lenders. (b) The Borrower shall be permitted to replace any Lender that (a) Each Lender agrees that, upon the occurrence of any event giving rise requests reimbursement for amounts owing pursuant to the operation of Section 2.14, 2.15(asubsection 4.10 or 4.11(a) or 2.17 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17. (b) If any Lender (i) requests compensation under Sections 2.14 or 2.17defaults in its obligation to make Loans hereunder, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes with a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)replacement financial institution; provided that (i) the Borrower shall have received the prior written consent such replacement does not conflict with any Requirement of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheldLaw, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have received taken no action under subsection 4.13(a) so as to eliminate the continued need for payment of an amount equal amounts owing pursuant to subsection 4.10 or 4.11(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the outstanding principal date of its Term Loansreplacement, Revolving Credit Loans and participations in Letters (v) the Borrower shall be liable to such replaced Lender under subsection 4.12 if any Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of Creditthe Interest Period relating thereto, accrued interest thereon(vi) the replacement financial institution, accrued fees and all other amounts payable to it hereunderif not already a Lender, from the assignee (shall be reasonably satisfactory to the extent Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of such outstanding principal and accrued interest and fees) or subsection 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (in viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to subsection 4.10 or 4.11(a), as the case of all other amounts) may be, and (iiiix) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a), such assignment will result in a material reduction in such compensation or payments. A Lender replacement shall not be required deemed to make any such assignment and delegation if, prior thereto, as a result of be a waiver by such Lender or otherwiseof any rights that the Borrower, the circumstances entitling Administrative Agent or any other Lender shall have against the Borrower to require such assignment and delegation cease to applyreplaced Lender.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 1.10(a)(ii) or 2.17 (iii), 1.10(c), 2.5 or 4.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 1.10(a)(ii) or (iiii), 1.10(c) requests compensation under Sections 2.14 or 2.172.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of pursuant to section 4.4, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under section 1.10(a)(ii) or (iii), 1.10(c) or 2.5 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)section 4.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 1.10, 2.5 or 4.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or if 3.04 with respect to such Lender, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(b)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii1) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02), and (iii2) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender (in form and substance reasonably satisfactory to the Borrower) or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14Sections 3.01, 2.15(a) 3.03, 3.04 or 2.17 with respect 3.06 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If (a) any Lender (i) requests compensation under Sections 2.14 or 2.17Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, or (iib) becomes any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.611.06(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.04 or 3.03, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term Loans, Revolving Credit all Loans and participations in Letters of Creditowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or and from the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 Section 3.04 or payments required to be made pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. LEGAL02/37021070v10 -66- (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(c)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9 or 3.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.10(a)(ii) or 2.17 (iii), 2.10(c), 3.5 or 5.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.10(a)(ii) or (iiii), 2.10(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of governmental authority pursuant to section 5.5, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under section 2.11 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant to Section 2.15(a), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.under section

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees thatthat if it makes any demand for payment under subsection 4.10 or 4.11(a), upon or if any adoption or change of the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a) or 2.17 type described in subsection 4.9 shall occur with respect to such Lenderit, it will, if requested by the Borrower, shall use reasonable efforts (subject consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to overall policy considerations of such Lenderit, as determined in its sole discretion) to designate another a different lending office for any Loans affected by such event with if the object of avoiding the consequences making of such event; provideda designation would reduce or obviate the need for the Borrowers to make payments under subsection 4.10 or 4.11(a), that such designation is made on terms that, in or would eliminate or reduce the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations effect of any Borrower adoption or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17change described in subsection 4.9. (b) If at any time any Lender (i) requests compensation makes any demand for payment under Sections 2.14 subsection 4.10 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account 4.11(a) as a result of any Lender pursuant to Section 2.15(a), condition described in any such subsection or (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower Borrowers may, at its sole expense if such condition continues to exist after such Lender shall have used reasonable efforts pursuant to paragraph (a) of this subsection 4.13 (in the circumstances described in the preceding clause (i)) or such Lender continues to be a Defaulting Lender (in the circumstances described in the preceding clause (ii)) and effort, upon on ten Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender and the Administrative Agent, require by causing such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject pursuant to the restrictions contained in Section 10.6), subsection 11.6(c) all of its interests, rights and obligations under this Agreement to an assignee that shall assume another Lender or other bank or financial institution selected by the Borrowers and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of all Revolving Credit Loans and all Reimbursement Obligations, accrued interest, fees and other amounts owing to such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower Borrowers shall have received the prior written consent of no right to replace the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheldAgent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other bank or financial institution, (iii) such replacement must take place no later than 180 days after such Lender shall have made any such demand for payment or shall have become a Defaulting Lender, as the case may be, (iv) in no event shall any Lender hereby replaced be required to pay or surrender to such replacement Lender or other bank or financial institution any of the fees received by such Lender pursuant to this Agreement, (v) the Borrowers shall pay such amounts demanded under subsection 4.10 or 4.11(a) to such Lender, together with any amounts as may be required pursuant to subsection 4.12, prior to such Lender being replaced and the payment of an amount equal such amounts shall be a condition to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent replacement of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) Lender and (iiivi) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make pay any fees required by subsection 11.6(e) in connection with such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c) or 3.03 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable, documented, out-of-pocket costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), or if 3.01(c) with respect to such Lender, (ii) the Borrower is, or because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii1) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof but excluding any amount payable under Section 2.13(g)), and (iii2) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii) or Section 3.01(c) with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, or 3.03.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), Section 3.01(c) or Section 3.03 requiring the payment of additional amounts to such Lender, it such Lender will, if requested by the BorrowerCompany, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), Section 3.01(c) or Section 3.03 with respect to such Lender, (ii) the Borrowers are, or if because of a matter in existence as of the Borrower date that the Company is seeking to exercise its rights under this Section, will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii1) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts) ), and (iii2) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.03 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.04 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Section 3.01 or Section 3.03.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c) or 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.entitling

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees thatthat if it makes any demand for payment under Section 6.10 or 6.11, upon or if any adoption or change of the occurrence of any event giving rise to the operation of type described in Section 2.14, 2.15(a) or 2.17 6.09 shall occur with respect to such Lenderit, it will, if requested by the Borrower, shall use reasonable efforts (subject consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to overall policy considerations of such Lenderit, as determined in its sole discretion) to designate another a different lending office for any Loans affected by such event with if the object of avoiding the consequences making of such event; provideda designation would reduce or obviate the need for the Borrowers to make payments under Section 6.10 or 6.11, that such designation is made on terms that, in or would eliminate or reduce the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations effect of any Borrower adoption or the rights of any Lender pursuant to change described in Section 2.14, 2.15(a) or 2.176.09. (b) If at any time Lender (i) requests compensation makes any demand for payment under Sections 2.14 Section 6.10 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account 6.11 as a result of any condition described in any such Section, then the Borrowers may, if such condition continues to exist after such Lender shall have used reasonable efforts pursuant to paragraph (a) of this Section 6.14 and on 10 Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall) assign pursuant to Section 2.15(a), (ii14.06(c) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver all of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume another Lender or other bank or financial institution selected by the Company and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of all Loans, accrued interest, fees and other amounts owing to such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Borrowers shall have received the prior written consent of no right to replace the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheldAgent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other bank or financial institution, (iii) such replacement must take place no later than 180 days after such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loansmade any such demand for payment, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiiv) in the case of no event shall any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 or payments Lender hereby replaced be required to pay or surrender to such replacement Lender or other bank or financial institution any of the fees received by such Lender pursuant to this Agreement, (v) the Borrowers shall pay such amounts demanded under Section 6.10 or 6.11 to such Lender, together with any amounts as may be made required pursuant to Section 2.15(a)6.12, prior to such assignment will result in Lender being replaced and the payment of such amounts shall be a material reduction in condition to the replacement of such compensation or payments. A Lender and (vi) such Lender shall not be required to make pay any fees required by Section 14.06(e) in connection with such assignment and delegation ifreplacement, prior thereto, as a result of a waiver which fees shall be paid by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyCompany.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.11(a) or 2.17 (c) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.11(a) or (ic) requests compensation under Sections 2.14 or 2.17with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(c)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, including amounts payable under section 2.12, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.11(a) or (c) with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.13 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.11.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), 2.9(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Company (on behalf of any applicable Borrower), use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), 2.9(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the any applicable Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of governmental authority pursuant to section 5.4, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 13.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the any applicable Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant to Section 2.15(a), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.under section

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such (or indemnify) the Lender, it such Lender will, if requested by the BorrowerBorrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantagedisadvantage deemed by such Lender to be material, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or if 3.04 with respect to such Lender, (ii) the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for pursuant to Section 3.03, (iii) any Lender is a Defaulting Lender at such time or (iv) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the account provisions hereof as contemplated by Section 11.12(a), the consent of any Required Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained; then, with respect to each such Lender pursuant to Section 2.15(aclauses (i), (ii) becomes a Defaulting Lender or ), (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby and (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1iv), then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees, but subject, in the case of a Defaulting Lender, to the provisions of Section 2.15(a)(ii) hereof) or the Borrower Borrowers (in the case of all other amounts) and (iii) in the case of , including any such assignment resulting from a claim for breakage compensation under Sections 2.14 or 2.17 or payments required to be made pursuant to Section 2.15(a3.02 hereof), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Sections 3.01, 3.03 or 3.04. In the event such Lender is being replaced as a result of the condition set forth in clause (iii) above, each replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Lender being replaced was not consenting. Each Lender agrees that if the Company exercises its option hereunder to cause an assignment by such Lender under this Section 3.05(b), such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.06 on behalf of such Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.06.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, Section 2.15(a) or Section 2.17 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 2.14, Section 2.15(a) or Section 2.17. (b) If any Lender (i) requests compensation under Sections Section 2.14 or Section 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), ) or (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Sections Section 2.14 or Section 2.17 or payments required to be made pursuant to Section 2.15(a), such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.9(a)(ii) or 2.17 (iii), section 2.9(c) or section 3.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.9(a)(ii) or (iiii), section 2.9(c) requests compensation under Sections 2.14 or 2.17section 3.5 with respect to such Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(c)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving each Letter of Credit Commitment is being assigned, the Issuing Lender)Issuer, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under section 2.10 hereof), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.9(a)(ii) or (iii), section 2.9(c) or section 3.5 with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.11 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.9 or 3.5.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees thatthat if it makes any demand for payment under Section 5.10 or 5.11, upon or if any adoption or change of the occurrence of any event giving rise to the operation of type described in Section 2.14, 2.15(a) or 2.17 5.09 shall occur with respect to such Lenderit, it will, if requested by the Borrower, shall use reasonable efforts (subject consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to overall policy considerations of such Lenderit, as determined in its sole discretion) to designate another a different lending office for any Loans affected by such event with if the object of avoiding the consequences making of such event; provideda designation would reduce or obviate the need for the Borrowers to make payments under Section 5.10 or 5.11, that such designation is made on terms that, in or would eliminate or reduce the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations effect of any Borrower adoption or the rights of any Lender pursuant to change described in Section 2.14, 2.15(a) or 2.175.09. (b) If at any time any Lender (i) requests compensation makes any demand for payment under Sections 2.14 Section 5.10 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account 5.11 as a result of any condition described in any such Section, then the Borrowers may, if such condition continues to exist after such Lender shall have used or failed to use reasonable efforts pursuant to paragraph (a) of this Section 5.14 and on 10 Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall) assign pursuant to Section 2.15(a), (ii13.06(c) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver all of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume another Lender or other bank or financial institution selected by the Company and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of all Loans, accrued interest, fees and other amounts owing to such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Borrowers shall have received no right to replace the prior written consent of the -------- Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheldAgent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other bank or financial institution, (iii) such replacement must take place no later than 180 days after such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loansmade any such demand for payment, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiiv) in the case of no event shall any such assignment resulting from a claim for compensation under Sections 2.14 or 2.17 or payments Lender hereby replaced be required to pay or surrender to such replacement Lender or other bank or financial institution any of the fees received by such Lender pursuant to this Agreement, (v) the Borrowers shall pay such amounts demanded under Section 5.10 or 5.11 to such Lender, together with any amounts as may be made required pursuant to Section 2.15(a)5.12, prior to such assignment will result in Lender being replaced and the payment of such amounts shall be a material reduction in condition to the replacement of such compensation or payments. A Lender and (vi) such Lender shall not be required to make pay any fees required by Section 13.06(e) in connection with such assignment and delegation ifreplacement, prior thereto, as a result of a waiver which fees shall be paid by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyCompany.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.10(a)(ii) or 2.17 (iii) or 2.10(c), with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender (irequests any compensation, reimbursement or other payment under section 2.10(a)(ii) requests compensation under Sections 2.14 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent or 2.10(c) with respect to such Lender, or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 12.4(c)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) PROVIDED that: the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) ; such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under section 2.11 hereof); and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under section 2.10(a)(ii) or (iii) or 2.10(c) with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in section 2.10.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(asection 2.10(a)(ii) or 2.17 (iii), 2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Company (on behalf of any applicable Borrower), use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, PROVIDED that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such section. (b) If any Lender requests any compensation, reimbursement or other payment under section 2.10(a)(ii) or (iiii), 2.10(c) requests compensation under Sections 2.14 or 2.173.5 with respect to such Lender, or if the any applicable Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of governmental authority pursuant to section 5.4, or if any Lender pursuant to Section 2.15(a), (ii) becomes is a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6section 13.4(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the any applicable Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under section 2.10(a)(ii) or (iii), 2.10(c) or 3.5 with respect to such Lender, or resulting from any required payments to any Lender or governmental authority pursuant to Section 2.15(a)section 5.4, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Nothing in this section 2.12 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in section 2.10, 3.5 or 5.4.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(aSections 3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)3.03, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the BorrowerBorrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of such Section. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, (ii) the Borrowers are, or if because of a matter in existence as of the Borrower is date that the Borrowers are seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a‎Section 3.01(a)(ii) or 2.17 with respect ‎(iii), ‎3.01(c), ‎3.03 or ‎3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 ‎Section 3.01(a)(ii) or 2.17‎(iii), ‎3.01(c) or ‎3.04 with respect to such Lender, (ii) the Borrower is, or if because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)‎Section 3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6‎Section 11.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i1) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under ‎Section 3.02 hereof), and (iii3) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under ‎Section 3.01(a)(ii) or ‎(iii), ‎Section 3.01(c) or ‎Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)‎Section 3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this ‎Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section ‎3.01, ‎3.03 or ‎3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c) or 3.03 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The Borrower or the rights of hereby agrees to pay all reasonable, documented, out-of-pocket costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), or if 3.01(c) with respect to such Lender, (ii) the Borrower is, or because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii1) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof but excluding any amount payable under Section 2.13(g)), and (iii2) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii) or Section 3.01(c) with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, or 3.03. #4842-1976-9300 #4848-6974-4858

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a2.6(a)(ii) or 2.17 (iii) or 2.6(c) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitment affected by such event with the object of avoiding the consequences of such event; provided, provided that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (irequests any compensation, reimbursement or other payment under Section 2.6(a)(ii) requests compensation under Sections 2.14 or 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), (ii) becomes a Defaulting Lender or (iii) does not consent or 2.6(c) with respect to such Lender, or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.4(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 2.7 and any amounts accrued and owing to such Lender under Section 2.6(a)(ii) or (iii) or 2.6(c)), and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made pursuant under Section 2.6(a)(ii) or (iii) or 2.6(c) with respect to Section 2.15(a)such Lender, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 2.8 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 2.6.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 (iii), Section 3.01(c), Section 3.03 or Section 3.04 with respect to such Lender, it will, if requested by the BorrowerCompany, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Domestic Lending Office or Foreign Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Domestic Lending Office or Foreign Lending Office, as the case may be, suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or if the Section 3.04 with respect to such Lender, (ii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Global Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.05(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (ix) the Borrower Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Global Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (iiy) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower or Borrowers (in the case of all other amounts) , including any breakage compensation under Section 3.02), and (iiiz) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), (c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Section 3.01, Section 3.03 or Section 3.04.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 (iii), Section 3.01(c), or Section 3.03 with respect to such Lender, it will, if requested by the BorrowerCompany, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Domestic Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Domestic Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17such Section. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), or if 3.01(c) with respect to such Lender, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a), 3.03 (iiiii) becomes any Lender is a Defaulting Lender or (iiiiv) does not any Lender refused to consent to any proposed amendment, supplement, modification, consent waiver or waiver other modification of any provision of this Agreement or any other Loan Document requested by the Company that requires the consent of each a greater percentage of the Lenders or each of the Lenders affected thereby (so long as the consent of than the Required Lenders has been obtained pursuant and such amendment, waiver or other modification is consented to Section 10.1)by the Required Lenders, then the Borrower Company may, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.05(c)), all its interests, rights and obligations under this Agreement to an assignee that Eligible Assignee that, so long as no Event of Default shall have occurred and is continuing, is not subject to any Taxes, which Eligible Assignee shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (ix) the Borrower Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender)Agent, which consent shall not be unreasonably be withheldwithheld or delayed, (iiy) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof), and (iiiz) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), or (c) with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a an unconditional and irrevocable waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.04 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 3.01 or Section 3.03.

Change of Lending Office; Replacement of Lenders. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a3.01(a)(ii) or 2.17 with respect (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to such the Lender, it such Lender will, if requested by the U.S. Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Applicable Lending Office for any Loans or Commitments affected by such event with the object of avoiding the consequences of such event; provided, however, that such designation is made on such terms that, in the sole judgment of such Lender, cause that such Lender and its lending office(s) to Applicable Lending Office suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any with the object of avoiding the consequence of the obligations event giving rise to the operation of any such Section. The U.S. Borrower or the rights of hereby agrees to pay all reasonable, documented, out-of-pocket costs and expenses incurred by any Lender pursuant to Section 2.14, 2.15(a) in connection with any such designation or 2.17assignment. (b) If any Lender (i) any Lender requests compensation any compensation, reimbursement or other payment under Sections 2.14 Section 3.01(a)(ii) or 2.17(iii), 3.01(c) or 3.04 with respect to such Lender, (ii) the U.S. Borrower is, or if because of a matter in existence as of the date that the U.S. Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15(a)3.03, (ii) becomes a Defaulting Lender or (iii) does not consent to or if any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1)Lender is a Defaulting Lender, then the U.S. Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.06(c)), all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment); provided however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii1) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the U.S. Borrower (in the case of all other amounts) , including any breakage compensation under Section 3.02 hereof but excluding any amount payable under Section 2.13(g)), and (iii2) in the case of any such assignment resulting from a claim for compensation under Sections 2.14 compensation, reimbursement or 2.17 or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any -145- required payments to any Lender or Governmental Authority pursuant to Section 2.15(a)3.03, such assignment will result in a material reduction in such compensation compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the U.S. Borrower to require such assignment and delegation cease to apply. (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.