Common use of Assignment of Commitments Under Certain Circumstances; Duty to Mitigate Clause in Contracts

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, (iii) a Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, (C) the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, such assignment is expected to result in a reduction in such compensation or payments thereafter and (E) in the case of any such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender or Issuing Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.19, then such Agent, Lender or Issuing Bank shall 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 (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, 2.19 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Document (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such Eligible Assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelyLender, plus all Fees fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section Sections 2.13 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (2.15 and, in the case of all other amountsclause (iv) above, if such assignment occurs prior to the first anniversary of the Closing Date, the prepayment fee that would be payable pursuant to Section 2.11(b) if the Loans of such Lender subject to such assignment had been prepaid by the Borrower pursuant to Section 2.11, such amount to be payable by the Borrower); provided further that, (D) in the case of if prior to any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.13, notice under Section 2.14 or payments required to be made the amounts paid pursuant to Section 2.19, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), the applicable assignee or if such Lender shall have consented waive its right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.20(a). (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.19, then such Agent, Lender or Issuing Bank shall use reasonable efforts (which shall not require such Lender to designate a different lending office for funding incur an unreimbursed loss or booking unreimbursed cost or expense or otherwise take any action inconsistent with its Loans hereunder internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of if such Lender, such designation filing or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsfuture. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Document (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent consents shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such Eligible Assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) a any Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Lead Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then then, in each case, the Applicable Lead Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Term Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Lead Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Lead Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelyLender, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amountsSections 2.05(b), (D) in the case of 2.14, 2.16 and 2.20); provided further that, if prior to any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), the applicable assignee or if such Lender shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior thereto, as a result on behalf of a waiver by such Lender, Issuing Bank or otherwiseas assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, 2.14 or Section 2.20 or (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.192.15, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Lead Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or Section 2.20 or enable it to withdraw its notice pursuant to Section 2.15, as the case may be, in the future. Each Borrower hereby agrees to pay or cause to be paid all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any Indemnified Taxes or additional amount amounts with respect thereto to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender other modification is consented to by the Required Lenders or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then, (I) in the case of clause (iv) above, the Borrower may, so long as no Event of Default under Section 7.01(a), (f) or (g) then exists or will exist immediately after giving effect to the Applicable relevant prepayment, upon notice to the Administrative Agent and the Issuing Bank, prepay in full the Loans and, if applicable, terminate the Commitments of such Lender, by paying to such Lender an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans or L/C Disbursements of such Lender, plus all Fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under Sections 2.14 and 2.16 and, if in connection with an amendment or modification to this Agreement to effect a Repricing Event on or prior to the first anniversary of the Closing Date, the prepayment fee pursuant to Section 2.12(d)); and (II) in each case, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lenderand, if a Lender accepts with respect to clause (iv) above, shall consent to such assignmentrequested amendment, waiver or other modification); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any) to the extent required under Section 9.04, which consent consents shall not unreasonably be withheld withheld, conditioned or delayed, delayed and (Cz) the Borrower or such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.152.16 and, in connection with an assignment pursuant to clause (iv) from the assignee (above relating to an amendment or modification to this Agreement to effect a Repricing Event on or prior to the extent first anniversary of the Closing Date, the prepayment fee pursuant to Section 2.12(d) (with such outstanding principal assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.12(d)), such amount to be payable by the Borrower); provided further that, if prior to any such transfer and accrued interest and Fees) assignment the circumstances or event that resulted in such Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, cease to have the consequences specified in Section 2.15 or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event, shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and the Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or delegation if, prior theretothe Issuing Bank, as a result the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, ’s or the Issuing Bank or otherwise, Bank’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any Indemnified Taxes or additional amount amounts with respect thereto to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be material) to assign its rights (other than its existing rights to payments pursuant to Section 2.14 or Section 2.20) and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce its claims for compensation under Section 2.14 or Section 2.20, would enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) If any Lender or Issuing Bank delivers a certificate requesting requests compensation pursuant to under Section 2.13, (ii) any Lender 2.14 or Issuing Bank delivers a notice described in Section 2.14, (iii) a 2.15 or if the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on for the account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender2.20, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, (C) the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelyas applicable, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, such assignment is expected to result in a reduction in such compensation or payments thereafter and (E) in the case of any such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender or Issuing Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.19, then such Agent, Lender or Issuing Bank shall 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 LenderLender or Issuing Bank, as applicable, such designation or assignment (Ai) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.192.14 or 2.20, as the case may be, in the future future, (ii) would eliminate the circumstances permitting the Lender to provide a notice described in Section 2.15 and (Biii) would not subject such Agent, Lender or Issuing Bank Bank, as applicable, to incur an unreimbursed loss or any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsIssuing Bank, as applicable. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. (b) If any Lender or Issuing Bank requests compensation under Section 2.14 or delivers a notice described in Section 2.15 or if the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.20, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender or Issuing Bank and the Administrative Agent (and, in the case of a Defaulting Lender, the Floorplan Funding Agent), require such Lender or Issuing Bank, as applicable, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to 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, in the case of a Defaulting Lender, the Floorplan Funding Agent), which consent(s) shall not unreasonably be withheld, (ii) such Lender or Issuing Bank, as applicable, shall have received payment of an amount equal to the outstanding principal of its Loans, Floorplan Loan Payments and funded participations in LC Disbursements and Swingline Loans, 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 Section 2.14 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction in such compensation or payments. A Lender or Issuing Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender and Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power of attorney is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in respect of the circumstances contemplated by this Section 2.21. (c) If (i) any Lender or any Issuing Bank requests compensation under Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank, pursuant to Section 2.20, then such Lender or such Issuing Bank shall use reasonable efforts (which shall not require such Lender or such Issuing Bank to take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be material) to file any certificate or document reasonably requested by the Borrower if such filing would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14, 2.15 or (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing BankBank and the Swingline Lender, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender's or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank's claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions. Each Borrower hereby agrees restrictions or suffer any disadvantage or burden deemed by it to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.be significant)

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, (iviii) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (viv) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b9.4(b)), upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse recourse, representation or warranty, except as to warranty as to its ownership of the assigned obligations (in accordance with and subject to the restrictions contained in Section 9.049.4), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Document (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, Bank plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from ); provided, further, that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14 or payments required to be made the amounts paid pursuant to Section 2.19, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.13, 2.14 or (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.19, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or Affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.15, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.16 or (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.21, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b))effort, upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all of its interests, rights and obligations under this Agreement to an assignee that which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 2.15 and Section 2.15) from the assignee (2.17); provided, further, that if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.15 or payments required to be made notice under Section 2.16 or the amounts paid pursuant to Section 2.192.21, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.16, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.21, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 or shall waive its right to further payments under Section 2.21 in respect of such circumstances or event, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.15, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.16 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.192.21, then then, such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower, or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.16 or would reduce amounts payable pursuant to Section 2.21, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing, assignment, delegation and transfer. (c) The Borrower shall be permitted to replace any Defaulting Lender with a replacement financial institution; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, in immediately available funds, all Loans and other amounts owing to such replaced Lender on or assignmentprior to the date of replacement, (iv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.04 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that 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 and that the Defaulting Lender required to make such assignment need not be a party thereto.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.20 or, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower including in connection with any Repricing Transaction that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lendersis a Potential Defaulting Non-Consenting Lender or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, (a) require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts)2.16 and, (D) in the case of any such assignment resulting from occurring in connection with a Repricing Transaction occurring prior to the first anniversary of the Funding Date, the prepayment fee pursuant to Section 2.12(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.12(d), such amount to be payable by the Borrower)), or (b) terminate the Commitment of such Lender and (x) in the case of a Lender other than an L/C Issuer, repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (y) in the case of an L/C Issuer, repay all Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and Cash Collateralize, cancel or backstop, or provide for the deemed reissuance under another facility, on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to Section 2.21(b)), the applicable assignee or if such Lender shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior thereto, as a result on behalf of a waiver by such Lender, Issuing Bank or otherwiseas assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank Administrative Agent shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank Administrative Agent to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14, 2.15 or (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line LenderAgent (and, if anya Revolving Credit Commitment is being assigned, of the Issuing Bank), which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender's or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank's claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions. Each Borrower hereby agrees restrictions or suffer any disadvantage or burden deemed by it to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.be significant)

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event that (i) any Lender or Issuing Bank any Issuer delivers a certificate written statement requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank any Issuer delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank any Issuer or any Governmental Authority on account of any Lender or Issuing Bank any Issuer pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender does not consent to any proposed amendment, supplement, modification, consent or a Potential Defaulting Lender 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 (so long as the consent of the Required Lenders has been obtained) in accordance with Section 9.08(c) or (v) any Lender is a Non-Consenting Defaulting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the any applicable processing and recordation fee referred to in Section 9.04(b9.04(e)), upon notice to such Lender or Issuing Bank such Issuer and the Applicable Administrative Agent, require such Lender or Issuing Bank such Issuer to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks Agent and the Applicable Swing Line Lender, if anyeach Issuer, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received Issuer in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing BankIssuer, respectively, plus all Fees fees and other amounts accrued for the account of such Lender or Issuing Bank Issuer hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from the assignee (2.16); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s or Issuer’s claim for compensation under Section 2.13 2.14 or payments required to be made pursuant to Section 2.19, such assignment is expected to result in a reduction in such compensation or payments thereafter and (E) in the case of any such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender or Issuing Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply. (b) If (i) any Lender or Issuing Bank shall request compensation notice under Section 2.13, (ii) any Lender 2.15 or Issuing Bank delivers a notice described in Section 2.14 or (iii) a Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.19, then such Agent, Lender or Issuing Bank shall 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 (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable paid pursuant to Section 2.19, as the case may be, in the future and (B) would not subject cease to cause such Agent, Lender or Issuing Bank Issuer to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such Lender or Issuer pursuant to paragraph (b) below), or if such Lender or Issuer shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event, as the case may be, then such Lender or Issuer shall not thereafter be required to make any such transfer and assignment hereunder. (b) If any Lender or Issuer becomes aware of the occurrence of an event that would (i) entitle such Lender or Issuer to request compensation under Section 2.14, (ii) entitle such Lender or Issuer to deliver a notice described in Section 2.15 or (iii) trigger the requirement for the Borrower to pay any additional amount to any Lender or Issuer or any Governmental Authority on account of any Lender or Issuer, pursuant to Section 2.19, then such Lender or Issuer shall as promptly as practicable use reasonable efforts (which shall not require such Lender or Issuer to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower, (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or Affiliates, or (z) designate another of its offices, branches or Affiliates for funding or booking its Loans hereunder, if such filing or assignment would avoid, reduce or eliminate any claims for compensation under Section 2.14 or enable it to avoid or withdraw any notice pursuant to Section 2.15 or would avoid, reduce or eliminate amounts payable pursuant to Section 2.19, as the case may be, at such time or in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank Issuer in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.14 or (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b))effort, upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all of its interests, rights and obligations under this Agreement to an assignee that which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 and Section 2.15) from the assignee (); provided further that if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 or payments required to be made notice under Section 2.14 or the amounts paid pursuant to Section 2.19, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.19, then then, such Agent, Lender or Issuing Bank shall use reasonable efforts (which shall not require such Lender to designate a different lending office for funding incur an unreimbursed loss or booking unreimbursed cost or expense or otherwise take any action inconsistent with its Loans hereunder internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of if such Lender, such designation filing or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsfuture. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or filing, assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any Indemnified Taxes or additional amount amounts with respect thereto to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders or a Potential Defaulting Lender from all affected Lenders and such amendment, waiver or other modification is consented to by the Required Lenders or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lenderand, if a Lender accepts with respect to clause (iv) above, shall consent to such assignmentrequested amendment, waiver or other modification); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (By) the Applicable Borrower or such assignee shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, (C) paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Sections 2.14 and 2.16 and, if applicable, the prepayment fee pursuant to Section 2.13 2.05(d)); provided further that if prior to any such transfer and Section 2.15) from assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, cease to have the consequences specified in Section 2.15 or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event, shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and the Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or delegation if, prior theretothe Issuing Bank, as a result the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of a waiver by such Lender, ’s or the Issuing Bank or otherwise, Bank’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any Indemnified Taxes or additional amount with respect thereto to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, Bank pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) except in the case of a requirement to pay Indemnified Taxes or additional amounts with respect thereto pursuant to Section 2.20, to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights (other than its existing rights to payments pursuant to Section 2.14 or Section 2.20) and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or Section 2.20 enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to a Defaulting proposed amendment, waiver, consent or other modification of this Agreement or any other Loan Document which has been approved by the Required Lenders and which additionally requires the consent of such Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lenderfor approval pursuant to Section 9.08(b), then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b))effort, upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from 2.16); PROVIDED FURTHER that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender's or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank's claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions. Each Borrower hereby agrees restrictions or suffer any disadvantage or burden deemed by it to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.be significant)

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a notice or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) the Borrower receives a Borrower certificate or notice described in Section 2.20(b) or is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes has become a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is has become a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, the Borrower may require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (v) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (v) above, shall approve such requested consent, amendment, waiver or other modification of any Loan Document (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such Eligible Assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelyLender, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amountsSections 2.12(e), (D) in the case of 2.14 and 2.16); provided further that, if prior to any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall approve the applicable assignee shall have consented to the applicable proposed consent, amendment, waiver or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior thereto, as a result on behalf of a waiver by such Lender, Issuing Bank or otherwiseas the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender shall deliver a notice or Issuing Bank shall request certificate requesting compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) the Borrower receives a Borrower certificate or notice described in Section 2.20(c) or is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.12, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.13, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.17, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (v) above, shall consent to such requested amendment, waiver or other modification of any Loan Document (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such Eligible Assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelyLender, plus all Fees fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.12 and Section 2.15) from the assignee (2.14); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Xxxxxx’s claim for compensation under Section 2.12, notice under Section 2.13 or payments required to be made the amounts paid pursuant to Section 2.192.17, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.13, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.17, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), the applicable assignee or if such Lender shall have consented waive its right to claim further compensation under Section 2.12 in respect of such circumstances or event or shall withdraw its notice under Section 2.12 or shall waive its right to further payments under Section 2.17 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Xxxxxx, as a result assignor, any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, Xxxxxx’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.18. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.12, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.13, or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.192.17, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower, or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.12 or enable it to withdraw its notice pursuant to Section 2.13 or would reduce amounts payable pursuant to Section 2.17, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from the assignee (2.16), in each case with respect to the extent of Loans or Commitments subject to such outstanding principal assignment; provided further that, if prior to any such transfer and accrued interest and Fees) assignment the circumstances or event that resulted in such Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.142.15, (iii) a any Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.192.20, (iv) any Lender refuses to consent to (x) any Loan Modification Offer or (y) any other amendment, waiver or other modification of any Loan Document requested by the Borrowers that, in the case of clause (y), requires the consent of a greater percentage of Lenders than the Required Lenders (or, in the case of an amendment, waiver or other modification described in clause (B) of the second proviso to Section 9.08(b), greater than a majority in interest of the affected Class of Lenders) and such Loan Modification Offer or other amendment, waiver or modification is consented to by the Required Lenders (or, in the case of a Loan Modification Offer or any amendment, waiver or modification described in clause (B) of the second proviso to Section 9.08(b), a majority in interest of the affected Class) (each such Lender, a “Non-Consenting Lender”) or (v) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lenderthen, then in each case, the Applicable Borrower Borrowers may, at its their sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or such Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, either (A) require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) or (v) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification or in respect of which such Lender is a Defaulting Lender) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment) or (B) so long as no Event of Default shall have occurred and be continuing, terminate the Commitments of such Lender or such Issuing Bank (or in the case of clause (iv) or (v) above, the Commitments of such Lender of the Class of Commitments that is the subject of the related consent, amendment, waiver or other modification or in respect of which such Lender is a Defaulting Lender), if applicable, and (1) in the case of a Lender (other than an Issuing Bank), repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an Issuing Bank, repay all obligations of the Borrowers owing to such Issuing Bank relating to the Loans and participations held by such Issuing Bank as of such termination date and cancel or backstop on terms satisfactory to such Issuing Bank any Letters of Credit issued by it; provided that (x) in the case of clause (A) above, such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) in the Applicable Borrower case of clause (A) above, the U.S. Borrowers or the European Borrowers, as applicable, shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line LenderAgent (and, if anyany Revolving Credit Commitment is being assigned, of each applicable Issuing Bank), which consent consents shall not be unreasonably be withheld or delayeddelayed and (z) the U.S. Borrowers or the European Borrowers, (C) as applicable, or such assignee shall have paid to the affected Lender or the affected Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of the applicable Class of such Lender or such Issuing Bank, respectively, plus (except, in the case of a Defaulting Lender, any Fees not required to be paid to such Defaulting Lender pursuant to the express provisions of this Agreement) all Fees and other amounts accrued for the account of such Lender or such Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts2.16), (D) ; provided further that in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required termination of Commitments with respect to be made pursuant to Section 2.19, such assignment is expected to result in a reduction in such compensation or payments thereafter and (E) in the case of any such assignment resulting from a Non-Consenting Lender, such termination shall be sufficient (together with all other consenting Lenders (after giving effect to any other Commitments to be terminated, transferred or assigned under this Section 2.21)) to cause the adoption of the applicable assignee shall have consented to the applicable consent, amendment, waiver or consent. A other modification of the Loan Documents; provided further that, if prior to any such transfer and assignment or termination, as the case may be, the circumstances or event that resulted in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.14, notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the case may be, cease to cause such Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such Lender or such Issuing Bank pursuant to paragraph (b) below), or if such Lender or such Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification or shall cease to be a Defaulting Lender, as the case may be, then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder and the Borrowers shall not thereafter be permitted to so terminate the Commitment of such Lender or delegation ifsuch Issuing Bank. Each Lender and each Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender or such Issuing Bank, as a result the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Xxxxxx’s or such Issuing Bank or otherwise, Bank’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or any Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a any Borrower is required to pay any additional amount to any Agent, Lender or any Issuing Bank or any Governmental Authority on account of any Agent, Lender or any Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or such Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or such Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrowers or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or Affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Document (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent consents shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such Eligible Assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse recourse, representation or warranty, except as to warranty as to its ownership of the assigned obligations (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Document (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, Bank plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or Affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.14 or (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b))effort, upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all of its interests, rights and obligations under this Agreement to an assignee that which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 and Section 2.15) from the assignee (); provided further that if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender's claim for compensation under Section 2.13 or payments required to be made notice under Section 2.14 or the amounts paid pursuant to Section 2.19, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.19, then then, such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions. Each Borrower hereby agrees restrictions or suffer any disadvantage or burden deemed by it to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.be significant)

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.14 or (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing BankLender, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 and Section 2.15) from the assignee (); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender's claim for compensation under Section 2.13 or payments required to be made notice under Section 2.14 or the amounts paid pursuant to Section 2.19, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a the Borrower is required to pay any additional amount or indemnity payment to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.19, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions. Each Borrower hereby agrees restrictions or suffer any disadvantage or burden deemed by it to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.be significant)

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.192.20, or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line LenderAgent (and, if anya Revolving Credit Commitment is being assigned, of the Issuing Bank), which consent consents shall not unreasonably be withheld or delayed, (C) the Borrower or such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.152.16), and (D) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (if, in the case of clause (iv) above, the affected Lender is required to so assign and delegate all other amounts)of its interests, (D) rights and obligations under this Agreement and the related Loan Documents prior to the first anniversary of the Closing Date following the failure of such Lender to consent to an amendment of this Agreement that would have the effect of reducing the effective yield of the Loans of such Lender, such Lender shall be paid a 1.00% fee on the principal amount of the Loans so assigned and delegated, provided that no such fee shall be payable in the case of connection with any such amendment that occurs in connection with a Change of Control; provided further that, if prior to any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s or the Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and the Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or delegation if, prior theretothe Issuing Bank, as a result the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, ’s or the Issuing Bank or otherwise, Bank’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this paragraph (a) of Section 2.21. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by the Borrower or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event that (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.15, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.16, (iii) any Lender delivers a certificate pursuant to Section 2.17 for an amount that is materially greater than other Lenders, (iv) the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.21, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is defaults in its obligation to make Loans hereunder or (vi) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Non-Consenting Lendergreater percentage of the Lenders than the Required Lenders and such amendment, then waiver or other modification has been consented to by the Applicable Required Lenders, the Borrower may, or the Administrative Agent may at its the sole expense and effort of the Borrower (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative AgentLender, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (vi) above, all of its interests, rights and obligations with respect to the Type of Loans that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)) and, in addition, with respect to clause (vi) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents; provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, Agent and (z) the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent Borrower or such assignee shall not unreasonably be withheld or delayed, (C) have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing BankLender, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.15 and Section 2.15) from the assignee (2.17); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.15 or payments required to be made 2.17, notice under Section 2.16 or the amounts paid pursuant to Section 2.19, such assignment is expected to result in a reduction in such compensation or payments thereafter and (E) in the case of any such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender or Issuing Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.19, then such Agent, Lender or Issuing Bank shall 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 (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.192.21, as the case may be, cease to cause such Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.16 (or in the future case of Section 2.17, cease to cause losses and expenses in an amount that is materially greater than the other Lenders), or cease to result in amounts being payable under Section 2.21, as the case may be (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take including as a result of any action inconsistent with taken by such Lender pursuant to Section 2.22(b)), or if such Lender shall waive its internal policies right to claim further compensation under Section 2.15 or legal 2.17 in respect of such circumstances or regulatory restrictionsevent or shall withdraw its notice under Section 2.16 or shall waive its right to further payments under Section 2.21 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. Each Borrower Lender hereby agrees grants to pay all reasonable costs the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and expenses incurred deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by any Lender or Issuing Bank in connection with any such designation or assignmentthis Section 2.22(a).

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender defaults in its obligations to fund Loans hereunder or (v) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, delayed and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section Sections 2.13 and 2.15 and, if applicable, the prepayment premium pursuant to Section 2.152.11(b) from (with such assignment being deemed to be an optional prepayment for purposes of determining the assignee (to the extent applicability of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amountsSection 2.11(b), (D) in such amount to be payable by the case of Borrower)); provided further that, if prior to any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.13, notice under Section 2.14 or payments required to be made the amounts paid pursuant to Section 2.19, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), the applicable assignee or if such Lender shall have consented waive its right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this paragraph. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.19, then such Agent, Lender or Issuing Bank shall use reasonable efforts (which shall not require such Lender to designate a different lending office for funding incur an unreimbursed loss or booking unreimbursed cost or expense or otherwise take any action inconsistent with its Loans hereunder internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of if such Lender, such designation filing or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsfuture. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.142.15, (iii) a any Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes a Defaulting Lender refuses to consent to any amendment, waiver or a Potential Defaulting Lender other modification of any Loan Document requested by the Administrative Borrower that requires the consent of all Lenders or all Lenders directly and adversely affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then then, in each case, the Applicable Administrative Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b9.04(b)(v)), upon notice to such Lender or such Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.14, 2.16 and 2.20, its rights pursuant to Section 9.05 in respect of the period in which it was a Lender (and its rights in respect of any outstanding Letter of Credit issued by such Lender)) and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee (which Eligible Assignee (x) may be an Affiliated Lender only if Section 9.04(k) is complied with and (y) may not be the Administrative Borrower or any Subsidiary thereof) that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Administrative Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, the Applicable if a Revolving Credit Commitment is being assigned, of each Issuing Banks Bank and the Applicable Swing Line Lender, if any), which consent consents shall not unreasonably be withheld withheld, conditioned or delayed, and (Cz) the Borrowers or such assignee shall have paid to the affected Lender or the affected Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or such Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or such Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14, 2.16 and Section 2.15) from the assignee (2.20; provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.13 or payments required 2.14, notice under Section 2.15, entitlement to be made receive amounts pursuant to Section 2.192.20 or being a Defaulting Lender, as the case may be, cease to cause such assignment is expected Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in amounts being payable under Section 2.20, or cease to cause such Lender to be a reduction in such compensation or payments thereafter and (E) in Defaulting Lender, as the case may be (including as a result of any action taken by such assignment resulting from Lender or such Issuing Bank pursuant to paragraph (b) below), or if such Lender or such Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, or shall cease to be a Non-Consenting Defaulting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Notwithstanding anything to the contrary, in the event that a Lender that is being replaced pursuant to this Section 2.21(a) does not execute an Assignment and Acceptance Agreement (or delegation ifan Affiliated Lender Assignment and Acceptance Agreement) within one (1) Business Day after being requested to do so, prior thereto, as a result of a waiver by such assignment shall be deemed to have occurred on such Business Day without such Lender, Issuing Bank or otherwise, ’s execution of such documentation but after satisfaction of the circumstances entitling such Borrower to require such assignment and delegation cease to applyother conditions set forth herein. (b) If (i) any Lender or any Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a any Borrower is required to pay any additional amount to any Agent, Lender or any Issuing Bank or any Governmental Authority on account of any Agent, Lender or any Issuing Bank, Bank pursuant to Section 2.192.20, then such Agent, Lender or such Issuing Bank shall use reasonable efforts (which shall not require such Lender or such Issuing Bank to designate a different lending office for funding incur an unreimbursed loss or booking unreimbursed cost or expense or otherwise take any action inconsistent with its Loans hereunder legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Administrative Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation filing or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 2.14 or enable it to withdraw its notice pursuant to Section 2.14 2.15 or would reduce amounts payable pursuant to Section 2.192.20, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsfuture. Each Borrower The Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.14 or (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, 2.19 or (iv) any Lender becomes a Defaulting withholds its consent to any proposed amendment, modification or waiver that cannot become effective without the consent of such Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lenderunder Section 9.08, then and that has been consented to by the Applicable Required Lenders, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, (1) require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)) or (2) in the case of clause (iv) only, prepay all Loans of such Lender; provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 and Section 2.15) from the assignee ; provided further that, if prior to any such transfer and assignment in accordance with clause (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amountsi), (Dii) or (iii), the circumstances or event that resulted in the case of any such assignment resulting from a Lender’s claim for compensation under Section 2.13 or payments required to be made notice under Section 2.14 or the amounts paid pursuant to Section 2.19, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.19, then such Agent, Lender or Issuing Bank shall use reasonable efforts (which shall not require such Lender to designate a different lending office for funding incur an unreimbursed loss or booking unreimbursed cost or expense or otherwise take any action inconsistent with its Loans hereunder internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of if such Lender, such designation filing or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsfuture. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent consents shall not unreasonably be withheld or delayed, delayed and (Cz) the Borrower or such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.142.15, (iii) a any Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to a Defaulting proposed amendment, waiver, consent or other modification of this Agreement or any other Loan Document which has been approved by the Required Lenders and which additionally requires the consent of such Lender or a Potential Defaulting Lender or for approval pursuant to Section 9.08(b), (v) any Revolving Credit Lender is refuses to consent to a Non-Consenting proposed Loan Modification Offer with respect to its Revolving Credit Commitments, (vi) any Term Lender refuses to consent to a proposed Loan Modification Offer with respect to its Term Loans or (vii) any Lender becomes a Defaulting Lender, then the Applicable U.S. Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b))effort, upon notice to such Lender or such Issuing Bank and the Applicable Administrative Agent, require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv), (v) or (vi) above, all its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification or that has ongoing funding requirements) to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) to the Applicable extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Loans or Commitments were being made to such assignee, the U.S. Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, the Applicable if a Revolving Credit Commitment is being assigned, of each Issuing Banks Bank and the Applicable Swing Line Lender, if anyN.Z. Swingline Lender (in the case of a Multicurrency Revolving Credit Commitment)), which consent shall not unreasonably be withheld withheld, and (z) the applicable Borrower or delayed, (C) such assignee shall have paid to the affected Lender or affected Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or such Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or such Issuing Bank hereunder (including any amounts under Section 2.13 2.14, Section 2.16 and Section 2.15) from the assignee (2.20), in each case with respect to the extent of Loans or Commitments subject to such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts)assignment; provided further that, (D) in the case of if prior to any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or such Issuing Bank pursuant to paragraph (b) below), the applicable assignee or if such Lender or such Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver hereunder. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by such Lender, Issuing Bank or otherwisethe Borrower, the circumstances entitling such Borrower Administrative Agent and the assignee and that the Lender required to require make such assignment and delegation cease to applyneed not be a party thereto. (b) If (i) any Lender or any Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a any Borrower is required to pay any additional amount to any Agent, Lender or any Issuing Bank or any Governmental Authority on account of any Agent, Lender or any Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or such Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or such Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by a Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each Borrower The Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender (or any participant of such Lender) or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14, 2.15 or (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender (or any participant of such Lender) or the Issuing Bank pursuant to Section 2.20 then, in each case, the Borrower shall have the right, for so long as such obligation remains, (i) with the assistance of the Administrative Agent, to seek one or more substitute Lenders reasonably satisfactory to the Administrative Agent and the Borrower to purchase the affected Loan or Commitment or Letter of Credit participation, as the case may be, in whole or in part, at, in the case of Loans and Commitments, an aggregate price no less than such Loan’s or Commitment’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (ii) so long as no Event of Default under Section 8.01(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative Agent, to prepay the affected Loan, in whole or in part, subject to Section 10.05, without premium or penalty and terminate the Commitments of such Lender. In the case of the substitution of a Lender, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver a duly completed Assignment and Acceptance pursuant to Section 10.04(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Section 10.04(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts owing under Sections 2.14 and 2.20 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under this Section 2.21) prior to such substitution or prepayment. In the case of the substitution of a Lender pursuant to this Section 2.21(a), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to such replaced Lender relating to the Loans and L/C Participations so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, then the Lender being replaced shall be deemed to 1003651351v23 have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Lender. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any additional amount or indemnity to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, (C) the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, such assignment is expected to result in a reduction in such compensation or payments thereafter and (E) in the case of any such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender or Issuing Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant), (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each Upon request from the applicable Lender(s) or the Issuing Bank, the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignmentassignment and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) a Borrower is the Borrowers are required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrowers that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable each Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank Lender, as the case may be, and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (v) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower Borrowers shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrowers or such Eligible Assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelyLender, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including (x) the premium, if any, that would have been payable pursuant to Section 2.12(d) if such Lender’s Loans had been prepaid on such date and (y) any amounts under Section 2.13 Sections 2.14, 2.16 and Section 2.15) from the assignee 9.05 (as to events arising prior to the extent date of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amountsassignment); provided, (D) in the case of further, that, if prior to any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), the applicable assignee or if such Lender shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior thereto, as a result on behalf of a waiver by such Lender, Issuing Bank or otherwiseas assignor, any Assignment and Acceptance (provided that any Assignment and Acceptance executed and delivered by the Administrative Agent pursuant to the power of attorney granted hereby shall be in the form of Exhibit B) necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances entitling such Borrower contemplated by this Section 2.21(a). The Administrative Agent shall promptly notify the applicable Lender in respect of any Assignment and Acceptance pursuant to require such assignment and delegation cease to applythis Section 2.21. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a Borrower is the Borrowers are required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrowers or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each Borrower The Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer. Notwithstanding the foregoing, no Lender shall seek compensation under Section 2.14, 2.15 or 2.16 unless such Lender is generally seeking similar and proportionate compensation from similarly situated borrowers.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender other modification is consented to by the Required Lenders, or (v) any Lender is a Non-Consenting Defaulting Lender, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelyLender, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Sections 2.14 and 2.16 and any Early Payment Fee pursuant to Section 2.13 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts2.05(c), (D) in with such assignment being deemed to be a voluntary prepayment for purposes of determining the case applicability of Section 2.05(c), such amount to be payable by the Borrower); provided, further that, if prior to any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from Lender pursuant to clause (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification or shall cease to be a Non-Consenting Defaulting Lender, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior thereto, as a result on behalf of a waiver by such Lender, Issuing Bank or otherwiseas assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender refuses to consent to any amendment, waiver or a Potential Defaulting Lender other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders or all Lenders directly and adversely affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.13, 2.15 and 2.19, its rights pursuant to Section 9.05 in respect of the period in which it was a Lender) and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, the Applicable Issuing Banks if a Revolving Credit Commitment is being assigned, and the Applicable Swing Line Lender, if any), which consent consents shall not unreasonably be withheld withheld, conditioned or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelyLender, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.13, 2.15 and Section 2.15) from the assignee (2.19); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 or payments required 2.13, notice under Section 2.14, entitlement to be made receive amounts pursuant to Section 2.192.19 or being a Defaulting Lender, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, or cease to cause such Lender to be a reduction in such compensation or payments thereafter and (E) in Defaulting Lender, as the case may be (including as a result of any action taken by such assignment resulting from Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, or shall cease to be a Non-Consenting Defaulting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Notwithstanding anything to the contrary, prior theretoin the event that a Lender does not comply with the requirements of this Section 2.20(a) within one (1) Business Day after receipt of such notice, as a result of a waiver by such assignment shall be deemed to have occurred on such Business Day without such Lender, Issuing Bank or otherwise, ’s execution of any documentation required pursuant to Section 9.04 but after satisfaction of the circumstances entitling such Borrower to require such assignment and delegation cease to applyother conditions set forth herein. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.19, then such Agent, Lender or Issuing Bank shall use reasonable efforts (which shall not require such Lender to designate a different lending office for funding incur an unreimbursed loss or booking unreimbursed cost or expense or otherwise take any action inconsistent with its Loans hereunder internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of if such Lender, such designation filing or assignment (A) would eliminate or materially reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsfuture. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.15 or (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b10.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from the assignee (2.16); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender's claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions. Each Borrower hereby agrees restrictions or suffer any disadvantage or burden deemed by it to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.be significant)

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a any Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by Parent or the Borrowers that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower Parent may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower Parent shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent shall not unreasonably be withheld withheld, and (z) the Borrowers or delayed, (C) such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) of this Section), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this paragraph. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a any Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by any applicable Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each Borrower The Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.192.20, or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Document (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing BankBank and the Swingline Lender, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender's or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank's claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, 's interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions. Each Borrower hereby agrees restrictions or suffer any disadvantage or burden deemed by it to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.be significant)

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender other modification is consented to by the Required Lenders or (v) any Lender is a Non-Consenting Defaulting Lender, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line LenderAgent (and, if anya Revolving Credit Commitment is being assigned, of the Issuing Bank), which consent consents shall not unreasonably be withheld withheld, conditioned or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of or due to such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification or shall cease to be a Non-Consenting Defaulting Lender, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and the Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or delegation if, prior theretothe Issuing Bank, as a result the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, ’s or the Issuing Bank or otherwise, Bank’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable documented out-of-pocket costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes shall become a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse assign (in accordance with and subject to the restrictions contained in Section 9.04, other than 9.04(b)(iv)(B)), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (Bx) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any) with regard to the identity of the assignee, which consent consents shall not unreasonably be withheld or delayed, and (Cy) such assignee (or the Borrower, in the case of amounts then due and payable by it) shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from the assignee (2.16); provided, further, that if prior to the extent receipt of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case notice of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s or the Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in respect of the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower including in connection with any Repricing Transaction that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts)2.16 and, (D) in the case of any such assignment resulting from occurring in connection with a Repricing Transaction occurring prior to the first anniversary of the Funding Date, the prepayment fee pursuant to Section 2.12(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.12(d), such amount to be payable by the Borrower)); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to Section 2.21(b)), the applicable assignee or if such Lender shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior thereto, as a result on behalf of a waiver by such Lender, Issuing Bank or otherwiseas assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank Administrative Agent shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank Administrative Agent to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a any Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to a Defaulting proposed amendment, waiver, consent or other modification of this Agreement or any other Loan Document which has been approved by the Required Lenders and which additionally requires the consent of such Lender or a Potential Defaulting Lender or for approval pursuant to Section 9.08(b), (v) any Revolving Credit Lender is refuses to consent to a Non-Consenting proposed Loan Modification Offer with respect to its Revolving Credit Commitments, (vi) any Term Lender refuses to consent to a proposed Loan Modification Offer with respect to its Term Loans or (vii) any Lender becomes a Defaulting Lender, then the Applicable U.S. Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b))effort, upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv), (v) or (vi) above, all its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification or that has ongoing funding requirements) to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable U.S. Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Lender, if anyDomestic Swingline Lender (in the case of a Domestic Revolving Credit Commitment) and the N.Z. Swingline Lender (in the case of a Multicurrency Revolving Credit Commitment)), which consent shall not unreasonably be withheld withheld, and (z) the applicable Borrower or delayed, (C) such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 2.14, Section 2.16 and Section 2.15) from the assignee (2.20), in each case with respect to the extent of Loans or Commitments subject to such outstanding principal assignment; provided further that, if prior to any such transfer and accrued interest and Fees) assignment the circumstances or event that resulted in such Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a any Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by a Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each Borrower The Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Government Authority on account of any Lender or any Issuing Bank pursuant to Section 2.192.20, (iv) any Lender refuses to consent to (x) any Loan Modification Offer or (y) any other amendment, waiver or other modification of any Finance Document requested by the Borrower that, in the case of clause (y), requires the consent of a greater percentage of the Lenders than the Majority Lenders and such Loan Modification Offer or other amendment, waiver or other modification is consented to by the Majority Lenders (or in the case of a Loan Modification Offer, a majority in interest of the affected Class) or (v) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lenderthen, then in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or such Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) or (v) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification or in respect of which such Lender is a Defaulting Lender) to an assignee permitted hereunder that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Finance Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Government Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks Agent and the Applicable Swing Line Lender, if anyIssuing Banks, which consent consents shall not be unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in of the applicable Class or the outstanding L/C Disbursements of such Lender or such Issuing Bank, respectively, plus (except, in the case of a Defaulting Lender, any Fees not required to be paid to such Defaulting Lender pursuant to the express provisions of this Agreement) all Fees and other amounts accrued for the account of such Lender or such Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from the assignee (2.16); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from Lender or such Issuing Bank pursuant to paragraph (b) below), or if such Lender or such Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification or shall cease to be a Non-Consenting Defaulting Lender, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and each Issuing Bank hereby grant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or delegation if, prior theretosuch Issuing Bank, as a result the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, ’s or such Issuing Bank or otherwise, Bank’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or any Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or any Issuing Bank or any Governmental Government Authority on account of any Agent, Lender or any Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or such Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or such Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or Affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender or any Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender other modification is consented to by the Required Lenders or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then then, in each case, to the Applicable extent the Backstop Commitment Parties do not purchase all of such Defaulting Lender’s Loans and Commitments pursuant to clause (b) of this Section 2.21, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) or (v) above, all of its interests, rights and obligations with respect to the Loans and Commitments that are the subject of the related consent, amendment, waiver or other modification or in respect of which such Lender is a Defaulting Lender, as the case may be) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Document (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent consents shall not unreasonably be withheld withheld, conditioned or delayed, and (Cz) the Borrower or such Eligible Assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14, 2.16 and Section 2.15) from the assignee (2.20); provided, further, that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification or shall cease to be a Non-Consenting Defaulting Lender, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) Upon any Lender becoming a Defaulting Lender, the Administrative Agent will notify the Lenders in writing. Each Backstop Commitment Party shall have the right, exercisable in its sole discretion within five (5) Business Days of receipt of such notice, to purchase its pro rata share (based on the Commitments of each Backstop Commitment Party as of immediately after the Initial Allocation Date) of the outstanding Loans and Commitments of such Defaulting Lender at a purchase price equal to 96.75% of the outstanding amount thereof (plus accrued and unpaid interest and any ticking fee thereon), and such Defaulting Lender is hereby required to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.20) and obligations under this Agreement related to the purchased Loans to the purchasing Backstop Commitment Parties at such purchase price. Thereafter, each purchasing Backstop Commitment Party shall be entitled to all interests and fees associated with the purchased Loans and Commitments in accordance with the terms of this Agreement. In connection with any such purchase, the Borrower, the Administrative Agent, such Defaulting Lender and the replacement Lender will otherwise comply with Section 9.04; provided that if such Defaulting Lender does not comply with Section 9.04 within three (3) Business Days after the Backstop Commitment Parties’ election under this Section 2.21(b), compliance with Section 9.04 will not be required to effect such assignment. Notwithstanding anything contained in this Agreement, to the extent any Backstop Commitment Party declines to make such purchase, the Administrative Agent may, and, at the direction of the Required Lenders, shall, reduce the outstanding principal amount of such Defaulting Lender’s Loans by such Defaulting Lender’s pro rata share of the Total Upfront Fee (to the extent already paid). (c) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes does not consent to a Defaulting proposed amendment, modification or waiver of this Agreement requested by the Borrower which requires the consent of all of the Lenders or each affected Lender or a Potential Defaulting Lender or to become effective (v) any Lender and which is a Non-Consenting Lenderapproved by at least the Required Lenders), then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b9.04(a)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement in respect of its Loans to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) solely with respect to replacements of Lenders pursuant to clauses (i), (ii) or (iii) of this Section, the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, with respect to its interests being assigned hereunder plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from the assignee (2.16); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event, as the applicable assignee shall have consented to the applicable amendmentcase may be, waiver or consent. A then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. In connection with any such replacement, prior thereto, as a result of a waiver upon receipt by such Lenderreplaced Lender of all amounts specified above in connection with its assigned interests, Issuing Bank or otherwise, such replaced Lender shall be deemed to have executed and delivered an Assignment and Acceptance and the circumstances entitling assignment by such Borrower to require such assignment and delegation cease to applyreplaced Lender shall be automatically effective. (b) If (i) any Lender or Issuing Bank the Administrative Agent shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any AgentLender, Lender or Issuing Bank the Administrative Agent or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes shall become a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse assign (in accordance with and subject to the restrictions contained in Section 9.04, other than 9.04(b)(iii)(B)), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (Bx) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, Agent with regard to the Applicable Issuing Banks and identity of the Applicable Swing Line Lender, if anyassignee, which consent shall not unreasonably be withheld or delayed, and (Cy) such assignee (or the Borrower, in the case of amounts then due and payable by it) shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.152.16) from the assignee (and if such assignment occurs prior to the extent first anniversary of the Closing Date, the prepayment fee that would have been payable pursuant to Section 2.12(b) if the Loans of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case Lenders subject to such assignment had been prepaid pursuant to Section 2.12; provided, further, that if prior to receipt of all other amounts), (D) in the case notice of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), the applicable assignee or if such Lender shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in respect of the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing BankLender, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Finance Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Majority Lenders and such amendment, waiver or a Potential Defaulting Lender other modification is consented to by the Majority Lenders or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Finance Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks Bank and the Applicable Swing Line Swingline Lender, if any), which consent consents shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of this Agreement requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender or (v) any Lender other modification is a Non-Consenting Lenderconsented to by the Required Lenders, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Applicable Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of this Agreement (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line LenderAgent (and, if anya Revolving Credit Commitment is being assigned, of the Issuing Bank), which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such Eligible Assignee shall have paid to the affected Lender or the Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) from 2.16); provided further that, if prior to any such transfer and assignment the assignee (to the extent of circumstances or event that resulted in such outstanding principal and accrued interest and Fees) Lender’s or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.15 or the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the applicable assignee Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior theretoon behalf of such Lender as assignor, as a result any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, Issuing Bank or otherwise, ’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount or indemnity payment to any Agent, Lender or the Issuing Bank or any Governmental Authority on account of any Agent, Lender or the Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or the Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental or Regulatory Authority on account of any Lender or any Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender other modification is consented to by the Required Lenders, or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or such Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental or Regulatory Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line LenderAgent (and, if anya Revolving Credit Commitment is being assigned, of each Issuing Bank), which consent consents shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or the affected Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or such Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or such Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14, 2.16 and Section 2.15) from the assignee (2.20); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender or such Issuing Bank pursuant to paragraph (b) below), the applicable assignee or if such Lender or such Issuing Bank shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and each Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or delegation if, prior theretosuch Issuing Bank, as a result the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of a waiver by such Lender, ’s or such Issuing Bank or otherwise, Bank’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or any Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or any Issuing Bank or any Governmental or Regulatory Authority on account of any Agent, Lender or any Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or such Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or such Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such designation filing or assignment, delegation and transfer. (c) Notwithstanding anything to the contrary contained in Sections 2.14, 2.15, 2.16, 2.19 or 2.20 of this Agreement, unless a Lender gives notice to the Borrower that it is obligated to pay an amount under any such Section within 180 days of the later of (x) the date the Lender incurs the respective increased costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital or (y) the date such Lender has knowledge of its incurrence of the respective increased costs, Taxes, loss, expense or liability, reductions in amounts received or receivable or reduction in return on capital, then such Lender shall only be entitled to be compensated for such amount by the Borrower pursuant to said Section 2.14, 2.15, 2.16, 2.19 or 2.20, as the case may be, to the extent the costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital are incurred or suffered on or after the date which occurs 180 days prior to such Lender giving notice to the Borrower that it is obligated to pay the respective amounts pursuant to said Section 2.14, 2.15, 2.16, 2.19 or 2.20, as the case may be but if the circumstances giving rise to such claim have a retroactive effect (e.g., in connection with the audit of a prior tax year), then such 180 day period shall be extended to include such period of retroactive effect. This Section 2.21(c) shall have no applicability to any Section of this Agreement other than said Sections 2.14, 2.15, 2.16, 2.19 and 2.20.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.14, (iii) a the Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender refuses to consent to any amendment, waiver or a Potential Defaulting Lender other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders or all Lenders directly and adversely affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or such Issuing Bank Bank, as the case may be, and the Applicable Administrative Agent, require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.13, 2.15 and 2.19, its rights pursuant to Section 9.05 in respect of the period in which it was a Lender (and its rights in respect of any outstanding Letter of Credit issued by such Lender)) and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative AgentAgent (and, the Applicable if a Revolving Credit Commitment is being assigned, of each Issuing Banks Bank and the Applicable each Swing Line Lender, if any), which consent consents shall not unreasonably be withheld withheld, conditioned or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or the affected Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in or L/C Disbursements of such Lender or such Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or such Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.13, 2.15 and Section 2.15) from the assignee (2.19); provided, further, that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.13 or payments required 2.13, notice under Section 2.14, entitlement to be made receive amounts pursuant to Section 2.192.19 or being a Defaulting Lender, as the case may be, cease to cause such assignment is expected Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, or cease to cause such Lender to be a reduction in such compensation or payments thereafter and (E) in Defaulting Lender, as the case may be (including as a result of any action taken by such assignment resulting from Lender or such Issuing Bank pursuant to paragraph (b) below), or if such Lender or such Issuing Bank shall waive its right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, or shall cease to be a Non-Consenting Defaulting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Notwithstanding anything to the contrary, prior theretoin the event that a Lender does not comply with the requirements of this Section 2.20(a) within one (1) Business Day after receipt of such notice, as a result of a waiver by such assignment shall be deemed to have occurred on such Business Day without such Lender, Issuing Bank or otherwise, ’s execution of any documentation required pursuant to Section 9.04 but after satisfaction of the circumstances entitling such Borrower to require such assignment and delegation cease to applyother conditions set forth herein. (b) If (i) any Lender or any Issuing Bank shall request compensation under Section 2.13, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.14 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or any Issuing Bank or any Governmental Authority on account of any Agent, Lender or any Issuing Bank, Bank pursuant to Section 2.19, then such Agent, Lender or such Issuing Bank shall use reasonable efforts (which shall not require such Lender or such Issuing Bank to designate a different lending office for funding incur an unreimbursed loss or booking unreimbursed cost or expense or otherwise take any action inconsistent with its Loans hereunder internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of if such Lender, such designation filing or assignment (A) would eliminate or materially reduce its claims for compensation under Section 2.13 2.13, or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsfuture. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.192.20, (iv) any Lender becomes refuses to consent to any amendment, waiver or other modification of any Credit Document requested by the Borrower that requires the consent of a Defaulting Lender greater percentage of the Lenders than the Required Lenders and such amendment, waiver or a Potential Defaulting Lender other modification is consented to by the Required Lenders, or (v) any Lender is becomes a Non-Consenting Defaulting Lender, then then, in each case, the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Loans or Commitments that are the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Credit Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, and (Cz) the Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelyLender, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder with respect thereto (including any amounts under Section 2.13 Sections 2.14 and Section 2.15) from the assignee (2.16); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13 2.14, notice under Section 2.15 or payments required to be made the amounts paid pursuant to Section 2.192.20, as the case may be, cease to cause such assignment is expected Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in a reduction in such compensation or payments thereafter and (E) in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such assignment resulting from a Non-Consenting LenderLender pursuant to paragraph (b) below), the applicable assignee or if such Lender shall have consented waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the applicable proposed amendment, waiver waiver, consent or consent. A other modification, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment or delegation ifhereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior thereto, as a result on behalf of a waiver by such Lender, Issuing Bank or otherwiseas assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances entitling such Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.21(a). (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) a the Borrower is required to pay any additional amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.192.20, then such Agent, Lender or Issuing Bank shall 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 (which shall not require such Lender, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future and (B) would not subject such Agent, Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictionsrestrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation filing or assignment, delegation and transfer.