Designation of a Different Lending Office. If any Lender requests compensation under [Section 5.10], or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11], then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different 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 # would eliminate or reduce amounts payable pursuant to [Section 5.10] or [Section 5.11], as the case may be, in the future and # 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 out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any [[Organization A:Organization]] requests compensation under [Section 3.04], or requires the ​ to pay any Indemnified Taxes or additional amounts to any [[Organization A:Organization]], the L/C Issuer, or any Governmental Authority for the account of any [[Organization A:Organization]] or the L/C Issuer pursuant to Section 3.01, or if any [[Organization A:Organization]] gives a notice pursuant to [Section 3.02], then at the request of the ​, such [[Organization A:Organization]] or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different 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 [[Organization A:Organization]] or the L/C Issuer, such designation or assignment # would eliminate or reduce amounts payable pursuant to [Section 3.01 or 3.04], as the case may be, in the future, or eliminate the need for the notice pursuant to [Section 3.02], as applicable, and # in each case, would not subject such [[Organization A:Organization]] or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such [[Organization A:Organization]] or the L/C Issuer, as the case may be. The ​ hereby agrees to pay all reasonable costs and expenses incurred by any [[Organization A:Organization]] or the L/C Issuer in connection with any such designation or assignment.

The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with [Section 1(b)] above.

Modification, Extension or Assumption of SARs. Within the limitations of the Plan (including but not limited to Section 3(e)), the Committee may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of Shares and at the same or a different Exercise Price, or in return for the grant of a different Award for the same or a different number of Shares, without stockholder approval. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the holder, materially impair such holder’s rights or obligations under such SAR.

The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of the Registrable Securities (not bearing any restrictive legend) either by DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant to any registration statement and enable such Registrable Securities to be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.

Cooperate with the Holders to facilitate the timely preparation and delivery of certificates or book-entry statements representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates or book-entry statements shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

If requested by the [[Organization B:Organization]], cooperate with the [[Organization B:Organization]] to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as [[Organization B:Organization]] may request.

technical and commercial factors. Commercially Reasonable Efforts shall be determined on a market-by-market and indication-by-indication basis for a particular Product, and it is acknowledged and understood that the level of efforts will be different for different markets and will change over time.

materially alter or change any rights, preferences or privileges of any Interests in a manner that is different or prejudicial relative to any other Interests, without the approval of a majority in interest of the Members holding the Interests affected in such a different or prejudicial manner; or

SECTION # Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment that