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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing Banks, 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 Borrower (in the case of all other amounts) and (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. 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 the Administrative Agent, such 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. 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.

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) the 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 fails to approve agree to an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% extension of the Total Commitment Maturity Date as provided in Section 2.09(d), or (v) any Lender becomes breaches its obligations to fund a Defaulting LenderLoan under Section 2.02, 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 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 Administrative Agent and the Applicable Issuing BanksBank, which consent shall not unreasonably be withheld or delayed, and (Cz) the applicable 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 or 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 Borrower (in the case of all other amounts) and (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. 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 the 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) the a Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. The 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 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts with respect thereto 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) fails any Lender refuses to approve an amendment consent to any amendment, waiver or waiver requiring other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% a greater percentage of the Total Commitment Lenders than the Required Lenders or (v) any Lender becomes a Defaulting Lenderfrom all affected Lenders and such amendment, then waiver or other modification is consented to by the Required Lenders, then, 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 Issuing Bank Lender, as the case may be, and the 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 (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 Borrower or such assignee shall have received the prior written consent of the Administrative Agent and the Applicable Issuing Banks, which consent shall not unreasonably be withheld or delayed, (C) 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 Sections 2.14 and 2.16 and, if applicable, the prepayment fee pursuant to Section 2.13 and Section 2.15) from the assignee (2.05(b)); provided further that if prior to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (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, 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 reduction result of any action taken by such 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 compensation circumstances or event, shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A 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 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 the 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) the Borrower is required to pay any Indemnified Taxes or additional amount with respect thereto to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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) 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. 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) 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) 2.15 or if the Borrower is Borrowers are 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender2.20, then 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 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing Banks, 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 Borrower (in the case of all other amounts) and (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. 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 the Administrative Agent, such 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. The Borrower Borrowers hereby agrees agree 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 Borrowers are 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 Borrowers may, at their 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 Borrowers 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, has received payment of an amount equal to the outstanding principal of its Loans, Floorplan Obligations 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 Borrowers (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 Borrowers 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 Borrowers are 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 Borrowers if such filing would reduce Borrowers’ 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 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 2.14, 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 2.192.20, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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))effort, upon notice to such Lender or such Issuing Bank and the 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 to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, however, 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable (and, if a Revolving Credit Commitment is being assigned, of each Issuing BanksBank), 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 such Issuing Bank, respectively, Bank 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 Sections 2.14, 2.15 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 Borrower (in the case of all other amounts) and (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 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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. A 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, 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 by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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 any Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or any Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or any Issuing Bank, pursuant to Section 2.192.20 (including as a result of any exercise by a Lender of its option described in Section 2.02(b)), then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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 restrictions. The 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) 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) fails any Lender refuses to approve an amendment consent to a proposed amendment, waiver, consent or waiver requiring the consent other modification of all Lenders this Agreement or any other Loan Document which has been approved by the Required Lenders holding Commitments representing at least 75% and which additionally requires the consent of the Total Commitment or (v) any such Lender becomes a Defaulting Lenderfor approval pursuant to Section 9.08(b), then 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))effort, upon notice to such Lender or the Issuing Bank and the 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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 requests compensation pursuant to Section 2.1314.1 or 14.2, above, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.1414.1 or 14.2, above, (iii) the any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by any Borrower and which amendment, waiver or other modification is required to pay any additional amount to any Lender under this Agreement for such amendment, waiver or Issuing Bank other modification, or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lenderdefaults in its obligations to make Loans or other extensions of credit hereunder, then the Borrower may, at its sole expense and effort (including with respect to the processing and recordation assignment fee referred to in Section 9.04(b)12.8.2), upon notice to such Lender or Issuing Bank and the 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 9.0412.8.2), all of its interests, rights and obligations under this Agreement 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 BankLender, respectively, affected by such assignment plus all Fees fees and other amounts accrued for the account of such Lender hereunder; provided further that, if prior to any such transfer and assignment the circumstances or Issuing Bank hereunder event that resulted in such Lender’s claim for compensation or notice, as referred to above in (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 Borrower (in the case of all other amountsi) and (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. 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 the 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 of this Section 2.14 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 2.1914.4, 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 14.1 or 14.2, above, or cease to result in amounts being payable under Section 14.1 or 14.2, as the case may be, or if such Lender shall waive its right to claim or notice under Section 14.1 or 14.2, as applicable 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 Lender hereby grants to Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Commitment Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the future and (B) would not subject the Administrative Agent, such 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 restrictionscircumstances contemplated by this paragraph. 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) 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) fails any Lender does not consent to approve an amendment a proposed amendment, modification or waiver requiring of this Agreement requested by the Borrower which requires the consent of all of the Lenders or all of the Lenders under any Facility to become effective (and which has been is approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting LenderRequired Lenders), then 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 and the 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) solely with respect to replacements of Lenders pursuant to clauses (i), (ii) or (iii) of this Section, the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), which consent 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 (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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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. In connection with any such replacement, prior thereto, as if the replaced Lender does not execute and deliver to the Administrative Agent a result duly completed Assignment and Acceptance reflecting such replacement within five Business Days of a waiver by the date on which the replacement Lender executes and delivers such Assignment and Acceptance to the replaced Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower then such replaced Lender shall be deemed to require have executed and delivered such assignment Assignment and delegation cease to applyAcceptance. (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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. 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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment any Lender is a Non-Consenting Lender or (v) any Lender becomes a Defaulting Lender, then then, 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 Issuing Bank and the 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 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 Borrower (in the case of all other amounts) and (D) 2.16 and, in the case of any such assignment resulting from occurring in connection with a Repricing Transaction occurring prior to the six-month 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 amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such Lender pursuant to Section 2.21(b)), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A 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 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. 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 the Issuing Bank delivers a notice described in Section 2.142.15, (iii) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which any Lender has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment become a Defaulting Lender or (v) any Lender becomes has become a Defaulting Non-Consenting Lender, then 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 Administrative Agent, the Borrower may 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 (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) 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable (and, if a Revolving Credit Commitment is being assigned, of each Issuing BanksBank), 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 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 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 2.12(e), 2.14 or 2.16); 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 Borrower (in the case of all other amounts) and (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 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 reduction result of any action taken by such Lender or Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A 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 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. 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 2.13, ; (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14, ; or (iii) 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, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 2.19 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 and the 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 Borrower shall have received the prior written consent of the Administrative Agent and (and, if a Commitment is being assigned, of the Applicable Issuing BanksBank), which consent 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 Revolving 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 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 Borrower (in the case of all other amounts) and (D) in the case of any such assignment resulting from a Issuing Bank'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 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 2.14, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 2.13 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 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 the 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, ; (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.14; or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment any Lender becomes a Non-Consenting Lender, or (v) any Lender becomes a Defaulting Lender, then Lender the 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(e)), upon notice to such Lender or Issuing Bank Bank, and the 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 (Aw) with respect to clauses (i) to (iii) above, such assignment will result in a reduction in the claim for compensation under Section 2.14 or in the withdrawal of the notice under Section 2.15 or in the reduction of payments under Section 2.20, as the case may be, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of each Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 or 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 any such transfer and assignment (to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (DA) in the case of any clauses (i) to (iii) above, the circumstances or event that resulted in such assignment resulting from a Lender’s or 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 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 reduction result of any action taken by such Lender or Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A under Section 2.20 in respect of such circumstances or event, (B) in the case of clause (iv) above, such Non-Consenting Lender ceases to be a Non-Consenting Lender and (C) in the case of clause (v) above, such assigning Lender ceases to be a Defaulting Lender 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower is required to pay any additional amount to any Lender, the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, 2.20 then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. 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 requests compensation pursuant to Section 2.132.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.142.15, (iii) the 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 any Issuing Bank pursuant to Section 2.192.20, (iv) fails any Lender shall become a Defaulting Lender, (v) a Lender rejects (or is deemed to approve reject) the Extension under Section 2.25(a) which Extension has been accepted under Section 2.25(a) by the Required Class Lenders, (vi) a Lender declines to participate in a Refinancing Amendment under Section 2.27, (vii) a Lender declines to participate in an amendment with respect to Replacement Term Loans, (viii) any Lender is a Restricted Revolving Credit Lender, or (ix) any Lender refuses to consent to any other amendment, waiver requiring or other modification of any Loan Document requested by the Parent Borrower that requires the consent of all affected Lenders which has been approved in accordance with the terms of Section 9.08 or all the Lenders with respect to a certain Class of Loans and such amendment, waiver or other modification is consented to by the Required Lenders holding Commitments representing at least 75% of or the Total Commitment or Required Class Lenders for such Class, as applicable (v) any Lender becomes a Defaulting such Lender, then a “Non-Consenting Lender”), the Parent Borrower may, at its sole expense cost and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b))expense, upon notice to such Lender or Issuing Bank and the 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing Banks, 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 Borrower (in the case of all other amounts) and (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. 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 and upon the future and (B) would not subject consent of the Administrative Agent, such 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. 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.which shall not be unreasonably withheld, either:

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender (or any participant of such 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) 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 any participant of such Lender) or Issuing Bank pursuant to Section 2.192.20 then, in each case, the Borrower shall have the right, for so long as such obligation remains, (ivi) fails to approve an amendment or waiver requiring with the consent assistance of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 Administrative Agent, require such Lender to seek one or more substitute Lenders or Issuing Bank Banks reasonably satisfactory 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Borrower to purchase the affected Loan or Commitment or Letter of Credit participation and/or replace the affected Issuing BanksBank as an Issuing Bank hereunder, which consent 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 not unreasonably 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 withheld paid by Section 10.04(b) in connection with such assignment shall be paid by the Borrower or delayedthe substitute Lender. In the case of a prepayment of an affected Loan, (C) 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 or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of any additional amounts owing under Sections 2.14 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 2.20 (as well as any commitment fees and other amounts accrued for the account of then due and owing to such Lender or Issuing Bank hereunder (Lender, including any amounts under this Section 2.13 and Section 2.152.21) from the assignee (prior to the extent of such outstanding principal and accrued interest and Fees) substitution or the Borrower (in prepayment. In the case of all 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 amountsdocumentation 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 (Db) 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 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. A assignee 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 and/or the Borrower to require such assignment Lender being replaced, then the Lender being replaced shall be deemed to have executed and delegation cease delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to applyexecute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Lender. (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) the Borrower is required to pay any additional amount or indemnity to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. The Upon request from the applicable Lender(s) or Issuing Bank, 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 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 2.14, 2.15 or (iii) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 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 Borrower shall have received the prior written consent of the Administrative Agent and (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks), 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 or 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 Borrower (in the case of all other amounts) and (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender's or 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 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 reduction result of any action taken by such Lender or Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A under Section 2.20 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. The 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 an Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14 or 2.21(b), (ii) any Lender or an Issuing Bank delivers a notice described in Section 2.142.15, (iii) the applicable Borrower is required to pay any additional amount to any Lender or an Issuing Bank or any Governmental Authority on account of any Lender or an Issuing Bank pursuant to Section 2.19, 2.20 or (iv) any Lender fails to approve an amendment make any Loan or waiver requiring any Issuing Bank fails to issue a Letter of Credit in accordance with the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of terms hereof, the Total Commitment or (v) any Lender becomes a Defaulting Lender, then the Borrower Company 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 such Issuing Bank and the 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 9.049.4), 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 Borrower Company shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, of the Issuing Banks and the Applicable Issuing BanksSwingline Lender), 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 Issuing Bank shall have received in immediately available funds (and in the currency or currencies in which payment would be required if all amounts were to be paid by the applicable Borrower) 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 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 Borrower (in the case of all other amounts) and (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 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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. A Lender or such Issuing Bank pursuant to paragraph (b) below), or if such Lender or such Issuing Bank shall permanently 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 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 by such Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or an Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or an Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) the applicable Borrower is required to pay any additional amount to the Administrative Agent, any Lender or an Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or an Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 such Lender, such designation or assignment effort (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 which shall not subject the Administrative Agent, require such 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 Company 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 materially reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would materially reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower Company 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) No Loan Party shall be required to pay any amount claimed by a Lender or Issuing Bank pursuant to Sections 2.14, 2.15, 2.20 or 2.21(b), unless such Lender or Issuing Bank has requested payment of such amount within 6 months of becoming aware of the event giving rise to such claim.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event If (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) the Borrower is 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 2.19, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then the 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 Issuing Bank and the 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 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 Borrower Borrowers shall have received the prior written consent of the Administrative Agent and the Applicable (and, if a Refinancing Loan Commitment is being assigned, of each Issuing BanksBank), 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 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 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.19, as the case may be (including as a reduction result of any action taken by such 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 compensation circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments thereafter. A under Section 2.19 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower is Borrowers are required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing BankLender, pursuant to Section 2.19, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. The 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 2.14, 2.15 or (iii) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), which consent 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 (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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 the Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender Lender, the Deposit Bank or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender Lender, the Deposit Bank or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender, the Administrative Agent, any Lender Deposit Bank or the Issuing Bank or any Governmental Authority on account of any Lender, the Administrative Agent, any Lender Deposit Bank or the Issuing Bank, pursuant to Section 2.192.20, then such Lender, the Administrative Agent, such Lender Deposit Bank 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 the Deposit Bank 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 the Administrative Agent, such 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 reasonably 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 or eliminate its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce or eliminate amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender Lender, the Deposit Bank 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 2.14, 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 2.192.20, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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))effort, upon notice to such Lender or such Issuing Bank and the 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 (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, however, 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable (and, if a Commitment is being assigned, of each Issuing BanksBank), 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 (other than Competitive Loans) and participations in L/C LC Disbursements of such Lender or such Issuing Bank, respectively, Bank 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 Sections 2.14, 2.15 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 Borrower (in the case of all other amounts) and (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 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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. A 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, 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 by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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 any Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or any Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or any Issuing Bank, pursuant to Section 2.192.20 (including as a result of any exercise by a Lender of its option described in Section 2.02(b)), then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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 restrictions. The 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 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.15 or (iii) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 Term 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 (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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such 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 compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A under Section 2.20 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank Lender, 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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 reasonably 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 or eliminate its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce or eliminate amounts payable pursuant to Section 2.20, as the case may be, in the future. 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, 2.14 or (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, (iii) the Borrower Borrowers 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then the Borrower Borrowers 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 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 (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, jurisdiction (By) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, which consent consents shall not unreasonably be withheld or delayed, and (Cz) 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 Term Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectivelysubject to such assignment, 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 2.12(d), 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 Borrower (in the case of all other amounts) and (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 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 result in amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such 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 compensation circumstances or event or shall waive its right to further payments thereafter. A under Section 2.20 in respect of such circumstances or event, 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 the 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 (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) the Borrower Borrowers is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing BankLender, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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 would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower Borrowers 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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the Administrative Agent, as the case may be, require such Lender or the Issuing Bank Bank, as applicable, 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 Amended Agreement to an assignee reasonably acceptable to the Administrative Agent that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that , 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (C) no Event of Default shall have occurred and be continuing and (D) 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 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C or Letter of Credit 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); PROVIDED, FURTHER, that if prior to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (D) in the case of any such assignment resulting from a claim for compensation the circumstances or event that resulted in such Lender's notice or certificate under Section 2.13 2.14 or payments required 2.15 or demand for additional amounts under Section 2.20, as the case may be, shall cease to be made pursuant to exist or become inapplicable for any reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 2.192.14, 2.15, 2.16 or 2.20, as the case may be, then such assignment is expected to result in a reduction in such compensation or payments thereafter. A Lender or Issuing Bank shall not thereafter 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. 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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 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 designated by the Borrower that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Aw) such assignment will result in a reduction in the claim for compensation under Section 2.13 or in the withdrawal of the notice under Section 2.14 or in the reduction of payments under Section 2.19, as the case may be, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 (2.19); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.19, as the case may be (including as a reduction result of any action taken by such 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 compensation circumstances or event or shall withdraw its notice under Section 2.14 or shall waive its right to further payments thereafter. A under Section 2.19 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank shall request requests compensation under Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. The 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 If (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) the Borrower is 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then the 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 Issuing Bank and the 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 Borrower Borrowers shall have received the prior written consent of the Administrative Agent and the Applicable (and, if a Revolving Credit Commitment is being assigned, of each Issuing BanksBank), 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 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 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 2.14 and Section 2.15) from the assignee (2.16), and PROVIDED FURTHER that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such 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 compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A under Section 2.20 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower is Borrowers are required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing BankLender, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. The 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 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) 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) fails any Lender has failed timely to approve an amendment provide its consent to any amendment, waiver or waiver requiring other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment Required Lenders and such amendment, waiver or (v) any Lender becomes a Defaulting Lenderother modification is consented to by the Required Lenders, then then, 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 Issuing Bank and the 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 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 Sections 2.14 and 2.16 and, if applicable, the prepayment fee pursuant to Section 2.13 and 2.12(d) (with such assignment being deemed to be an voluntary prepayment for purposes of determining the applicability of Section 2.15) from 2.12(d), such amount to be payable by the assignee (Borrower)); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such 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 compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A 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 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing BankLender, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. 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) the Borrower is 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 Administrative Agent, as the case may be, require such Lender or Issuing Bank Bank, as applicable, 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 reasonably acceptable to the Administrative Agent 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, (B) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (C) no Event of Default shall have occurred and be continuing and (D) the Borrowers 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 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C or Letter of Credit Disbursements of such Lender or 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); provided, further, that if prior to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (D) in the case of any such assignment resulting from a claim for compensation the circumstances or event that resulted in such Lender’s notice or certificate under Section 2.13 2.14 or payments required 2.15 or demand for additional amounts under Section 2.20, as the case may be, shall cease to be made pursuant to exist or become inapplicable for any reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 2.192.14, 2.15, 2.16 or 2.20, as the case may be, then such assignment is expected to result in a reduction in such compensation or payments thereafter. A Lender or Issuing Bank shall not thereafter 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 the 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) the Borrower is Borrowers are required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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) (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. 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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the Administrative Paying 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 Borrower shall have received the prior written consent of the Administrative Paying Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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) Xxxxxx's or the Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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 or the Administrative Agent delivers a notice described in Section 2.08, (iii) the Borrower is Borrowers are required to pay any additional amount or indemnification payment 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) fails any Lender or the Issuing Bank shall refuse to approve an amendment consent to a proposed change, waiver, discharge, termination or waiver requiring assignment that requires such Lender's or the Issuing Bank's consent of all Lenders which and that has been approved by the Required Lenders holding Commitments representing at least 75% of as provided in Section 9.08(c), the Total Commitment or (v) any Lender becomes a Defaulting Lender, then the 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 the Issuing Bank and the 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 Restated Credit Agreement to an assignee one or more assignees that shall assume such assigned obligations (any of which assignee assignees may be another Lender, if a Lender accepts one or more Lenders accept such assignment); , provided that (A) such assignment shall not conflict with any law, rule or rule, regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), which consent consents shall not unreasonably be withheld or delayedwithheld, (C) the Borrowers or such assignee or assignees 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 of, and interest accrued to the date of such payment on 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 then due pursuant to requests or notices previously provided under Section 2.13 2.14 and Section 2.15) 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) 2.16), and (D) in the case of any refusal to consent contemplated by clause (iv) above, such assignment resulting from a is also made in accordance with Section 9.08(c) and provided further that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender's or the Issuing Bank's claim for compensation under Section 2.13 2.14 or payments required to be made notice under Section 2.08 or 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 2.08 or 2.15, or cease to result in amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 2.08 or 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event, or shall grant the consent or waiver requested pursuant to Section 9.04(i) or 9.08(b) 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 the 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 the Administrative Agent delivers a notice described in Section 2.08 or (iii) the Borrower is Borrowers are required to pay any additional amount or an indemnification payment to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such Lender or the Issuing Bank upon the request of the Borrowers 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 which shall not subject the Administrative Agent, require such 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 Borrowers 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 Section 2.08 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower 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) the Borrower is Borrowers are 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) fails any Lender refuses to approve an amendment consent to any amendment, waiver or waiver requiring other modification of any Loan Document requested by the Borrowers that requires the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% a greater percentage of the Total Commitment Lenders than the Required Lenders and such amendment, waiver or (v) any Lender becomes a Defaulting Lenderother modification is consented to by the Required Lenders, then the 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 the Issuing Bank and the 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 all of its interests, rights and obligations with respect to a Class of Loans or Commitments) 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 Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. A Lender or the Issuing Bank pursuant to paragraph (b) of this Section), 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, 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 the 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) the Borrower is Borrowers are required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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 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, 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. The Borrower 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 2.14, 2.15 or (iii) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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); provided further that, if prior to the extent giving of such outstanding principal and accrued interest and Fees) notice the circumstances or event that resulted in such Lender's or the Borrower (in the case of all other amounts) and (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 2.19, such assignment is expected to result in a reduction in such compensation or payments thereafter. 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 2.192.20, as the case may be, in the future and (B) would not subject the Administrative Agent, cease to cause such Lender or the Issuing Bank to incur an unreimbursed loss suffer increased costs or unreimbursed cost reductions in amounts received or expense receivable or otherwise take any action inconsistent with its internal policies reduction in return on capital, or legal cease to have the consequences specified in Section 2.15, or regulatory restrictions. The Borrower hereby agrees cease to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank result in connection with any such designation or assignment.amounts being payable under 59 53

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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Banks and the Applicable Issuing BanksSwingline Lender), 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 or 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 Borrower (in the case of all other amounts) and (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender's or 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 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 reduction result of any action taken by such Lender or Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A under Section 2.20 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. The 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 2.132.11, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, (iii) 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 2.192.15 or (iii) any Lender does not consent to a proposed amendment, (iv) fails to approve an amendment modification or waiver requiring of this Agreement requested by the Borrower which requires the consent of (x) all of the Lenders or (y) all of the Lenders affected thereby to become effective (and which has been is approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting LenderRequired Lenders), then 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 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, in the case of replacements of Lenders pursuant to clause (iii) of this Section, that shall agree to execute such proposed amendment, modification or waiver (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) solely with respect to replacements of Lenders pursuant to clauses (i), (ii) or (iii) of this Section, the Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 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 such 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 (2.11); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (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 2.11 or payments required to be made the amounts paid pursuant to Section 2.192.15, 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 result in amounts being payable under Section 2.15, as the case may be (including as a reduction result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.11 in respect of such compensation circumstances or event or shall waive its right to further payments thereafter. A under Section 2.11 in respect of such circumstances or event, 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 agrees that in the event it is required to make such an assignment in accordance herewith, prior theretosuch Lender shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in Section 9.04, as a result of a waiver by such Lender, Issuing Bank or otherwise, and in furtherance thereof hereby expressly authorizes the circumstances entitling Administrative Agent and the Borrower to require execute and deliver such agreement and documentation on behalf of such Lender and any such agreement and/or documentation so executed by the Administrative Agent or the Borrower, as the case may be, shall be effective for purposes of documenting an assignment pursuant to Section 9.04; provided that neither the Administrative Agent nor the Borrower shall be obligated to so execute and delegation cease to applydeliver such documentation on behalf of such Lender. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, 2.11 or (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing BankLender, pursuant to Section 2.192.15, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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 2.11 or would reduce amounts payable pursuant to Section 2.15, as the case may be, in the future. 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) 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 35 Issuing Bank pursuant to Section 2.192.20, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the 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 Borrower shall have received the prior written consent of the Administrative Agent and (and, if a Commitment is being assigned, of the Applicable Issuing BanksBank), 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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, (iii) the 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, or (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender or a Potential 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 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 and the Applicable Issuing Banks, 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) and (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. 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 the 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) the a Borrower is required to pay any additional amount to the Administrative any Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative any Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative such Agent, such 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 the Administrative such Agent, such 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. The 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 the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14, 2.14 or (iii) 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, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the 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 Borrower shall have received the prior written consent of the Administrative Agent and (and, if a Commitment is being assigned, of the Applicable Issuing BanksBank), 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 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 Borrower (in the case of all other amounts) and (D) in the case of any such assignment resulting from a Issuing Bank's 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. 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 the 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 or Issuing Bank delivers a notice described in Section 2.14 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 the Administrative Agent, cease to cause such Lender or the Issuing Bank to incur an unreimbursed loss suffer increased costs or unreimbursed cost reductions in amounts received or expense receivable or otherwise take reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a result of any action inconsistent with its internal policies or legal or regulatory restrictions. The Borrower hereby agrees to pay all reasonable costs and expenses incurred taken by any such 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 2.13 in connection with 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 case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such designation or assignmenttransfer and assignment hereunder.

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) the 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then the 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 the Issuing Bank and the 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 Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 the 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) the any Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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 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. The Each 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 2.14, 2.15 or (iii) the 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then the 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 the Issuing Bank and the 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 Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 the 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) the any Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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 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. The Each 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 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 2.142.15, (iii) 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 2.192.20, (iv) fails any Lender refuses to approve an amendment consent to any amendment, waiver or waiver requiring other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% a greater percentage of the Total Commitment Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, or (v) any Lender becomes a Defaulting Lender, then then, 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(b10.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Administrative Agent, 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 9.0410.04), 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 Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Aw) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (Bx) the Borrower shall have received the prior written consent of the Administrative Agent and of the Applicable Issuing BanksBank, which consent consents shall not unreasonably be withheld or delayed, (Cy) 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 payment thereafter and (z) 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 (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 the Issuing Bank hereunder with respect thereto (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 circumstances or event that resulted in such Lender’s (to the extent of or such outstanding principal and accrued interest and FeesLender’s participant’s) or the Borrower (in the case of all other amounts) and (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 such Lender’s participant) 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 amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such Lender (or such Lender’s participant) or the Issuing Bank pursuant to paragraph (b) below), or if such Lender (or such Lender’s participant) or the Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A 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 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 contemplated by this Section 2.21(a) and the Borrower to require Administrative Agent will so execute and deliver the Assignment and Acceptance (on behalf of such assignment and delegation cease to applyLender or the Issuing Bank) upon reasonable request by the Borrower. (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) the Borrower is required to pay any additional amount or indemnity to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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 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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the Administrative Paying 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 Borrower shall have received the prior written consent of the Administrative Paying Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 Borrower (in the case of all other amounts) and (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 pursuant to Section 2.19, such assignment is expected to result in a reduction in such compensation or payments thereafter. 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 the 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 or Issuing Bank delivers a notice described in Section 2.14 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 the Administrative Agent, cease to cause such Lender to suffer increased costs or Issuing Bank reductions in amounts received or receivable or reduction in return on capital, or cease to incur an unreimbursed loss have the consequences specified in Section 2.14, or unreimbursed cost or expense or otherwise take cease to result in amounts being payable under Section 2.19, as the case may be (including as a result of any action inconsistent with taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its internal policies right to claim further compensation under Section 2.13 in respect of such circumstances or legal event or regulatory restrictions. The Borrower hereby agrees shall withdraw its notice under Section 2.14 or shall waive its right to pay all reasonable costs and expenses incurred by any further payments under Section 2.19 in respect of such circumstances or event, as the case may be, then such Lender or Issuing Bank in connection with shall not thereafter be required to make any such designation or assignmenttransfer and assignment hereunder.

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 2.142.15, (iii) 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 2.192.20, (iv) fails any Lender refuses to approve an amendment consent to any amendment, waiver or waiver requiring other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% a greater percentage of the Total Commitment Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, or (v) any Lender becomes a Defaulting Lender, then then, 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(b10.04(b)), upon notice to such Lender or the Issuing Bank Bank, as the case may be, and the Administrative Agent, 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 9.0410.04), 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 Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Aw) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (Bx) the Borrower shall have received the prior written consent of the Administrative Agent and of the Applicable Issuing BanksBank, which consent consents shall not unreasonably be withheld or delayed, (Cy) 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 payment thereafter and (z) 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 (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 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 circumstances or event that resulted in such Lender’s (to the extent of or such outstanding principal and accrued interest and FeesLender’s participant’s) or the Borrower (in the case of all other amounts) and (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 such Lender’s participant) 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 amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such Lender (or such Lender’s participant) or the Issuing Bank pursuant to paragraph (b) below), or if such Lender (or such Lender’s participant) or the Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A 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 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 contemplated by this Section 2.21(a) and the Borrower to require Administrative Agent will so execute and deliver the Assignment and Acceptance (on behalf of such assignment and delegation cease to applyLender or the Issuing Bank) upon reasonable request by the Borrower. (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) the Borrower is required to pay any additional amount or indemnity to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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 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) 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) fails any Lender refuses to approve an amendment consent to a proposed amendment, waiver, consent or waiver requiring the consent other modification of all Lenders this Agreement or any other Loan Document which has been approved by the Required Lenders holding Commitments representing at least 75% and which additionally requires the consent of the Total Commitment or (v) any such Lender becomes a Defaulting Lenderfor approval pursuant to Section 9.08(b), then 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))effort, upon notice to such Lender or the Issuing Bank and the 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. 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.or

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Fronting Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Fronting Bank delivers a notice described in Section 2.14, 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or Issuing Fronting Bank or any Governmental Authority on account of any Lender or Issuing Fronting Bank pursuant to Section 2.192.20, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 Fronting Bank and the Administrative Agent, require such Lender or Issuing Fronting 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 Borrower shall have received the prior written consent of the Administrative Agent and (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Fronting Banks), which consent consents shall not unreasonably be withheld withheld, and (z) the Borrower or delayed, (C) such assignee shall have paid to the affected Lender or Issuing Fronting 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 Issuing Fronting Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Fronting Bank hereunder (including any amounts under Section 2.13 2.14 and Section 2.15) 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 (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. 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 the Borrower to require such assignment and delegation cease to apply2.16). (b) If (i) any Lender or Issuing Fronting Bank shall request compensation under Section 2.132.14, (ii) any Lender or Issuing Fronting Bank delivers a notice described in Section 2.14 2.15 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Fronting Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Fronting Bank, pursuant to Section 2.192.20, then the Administrative Agent, such Lender or Issuing Fronting 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 which shall not subject the Administrative Agent, require such Lender or Issuing Fronting 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. The 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 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment any Lender is a Non-Consenting Lender or (v) any Lender becomes a Defaulting Lender, then then, 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 Issuing Bank and the 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 Borrower (in the case of all other amounts) and (D) 2.16 and, 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 Xxxxxx’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 amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such Lender pursuant to Section 2.21(b)), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A 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 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. 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 2.14, 2.13 or (iii) 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 2.192.18, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 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 Borrower (in the case of all other amounts) and (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 2.12 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. 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 the amounts paid pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.192.18, as the case may be, in the future and (B) would not subject the Administrative Agent, cease to cause such Lender to suffer increased costs or Issuing Bank reductions in amounts received or receivable or reduction in return on capital, or cease to incur an unreimbursed loss have the consequences specified in Section 2.13, or unreimbursed cost or expense or otherwise take cease to result in amounts being payable under Section 2.18, as the case may be (including as a result of any action inconsistent with taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its internal policies right to claim further compensation under Section 2.12 in respect of such circumstances or legal event or regulatory restrictions. The Borrower hereby agrees shall withdraw its notice under Section 2.13 or shall waive its right to pay all reasonable costs and expenses incurred by any further payments under Section 2.18 in respect of such circumstances or event, as the case may be, then such Lender or Issuing Bank in connection with shall not thereafter be required to make any such designation or assignmenttransfer and assignment hereunder.

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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. A Lender or the Issuing Bank pursuant to clause (b)), 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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) 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) fails any Lender refuses to approve an amendment consent to a proposed amendment, waiver, consent or waiver requiring the consent other modification of all Lenders this Agreement or any other Loan Document which has been approved by the Required Lenders holding Commitments representing at least 75% and which additionally requires the consent of the Total Commitment or (v) any such Lender becomes a Defaulting Lenderfor approval pursuant to Section 9.08(b), then 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))effort, upon notice to such Lender or the Issuing Bank and the 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment or an Incremental Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. 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.

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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the Administrative Paying 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 Borrower shall have received the prior written consent of the Administrative Paying Agent and (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing BanksBank), 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 the Administrative Agent, such 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. 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.Borrower

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) 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 2.192.20 then, in each case, the Borrower shall have the right, for so long as such obligation remains, (ivi) fails to approve an amendment or waiver requiring with the consent assistance of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 Administrative Agent, require such Lender to seek one or more substitute Lenders or Issuing Bank Banks reasonably satisfactory 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Borrower to purchase the 1005940296v112 affected Loan or Commitment or Letter of Credit participation and/or replace the affected Issuing BanksBank as an Issuing Bank hereunder, which consent 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 not unreasonably 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 withheld paid by Section 10.04(b) in connection with such assignment shall be paid by the Borrower or delayedthe substitute Lender. In the case of a prepayment of an affected Loan, (C) 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 or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of any additional amounts owing under Sections 2.14 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 2.20 (as well as any commitment fees and other amounts accrued for the account of then due and owing to such Lender or Issuing Bank hereunder (Lender, including any amounts under this Section 2.13 and Section 2.152.21) from the assignee (prior to the extent of such outstanding principal and accrued interest and Fees) substitution or the Borrower (in prepayment. In the case of all 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 amountsdocumentation 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 (Db) 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 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. A assignee 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 and/or the Borrower to require such assignment Lender being replaced, then the Lender being replaced shall be deemed to have executed and delegation cease delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to applyexecute 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 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) the Borrower is required to pay any additional amount or indemnity to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The Upon 1005940296v112 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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment any Lender is a Non-Consenting Lender or (v) any Lender becomes a Defaulting Lender, then then, 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 Issuing Bank and the 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 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 Borrower (in the case of all other amounts) and (D) 2.16 and, in the case of any such assignment resulting from occurring in connection with a Repricing Transaction occurring prior to the six-month 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 amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such Lender pursuant to Section 2.21(b)), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A 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 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. 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) the 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) fails any Lender refuses to approve an amendment consent to a proposed amendment, waiver, consent or waiver requiring the consent other modification of all Lenders this Agreement or any other Loan Document which has been approved by the Required Lenders holding and which additionally requires the consent of such Lender for approval pursuant to Section 9.08(b), (v) any Revolving Credit Lender refuses to consent to a proposed Loan Modification Offer with respect to its Revolving Credit Commitments representing at least 75% of the Total Commitment or (vvi) any Lender becomes a Defaulting Lender, then the 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 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 U.S. Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksDomestic 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 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the any Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The Borrower 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 2.14, 2.15 or (iii) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 and the 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 Borrower (in the case of all other amounts) and (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 Exhibit 10.1 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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. A Lender or the Issuing Bank pursuant to clause (b)), 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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 requests compensation pursuant to Section 2.1314.1 or 14.2, above, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.1414.1 or 14.2, above, (iii) the any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by any Borrower and which amendment, waiver or other modification is required to pay any additional amount to any Lender under this Agreement for such amendment, waiver or Issuing Bank other modification, or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lenderdefaults in its obligations to make Loans or other extensions of credit hereunder, then the Borrower may, at its sole expense and effort (including with respect to the processing and recordation assignment fee referred to in Section 9.04(b)12.7.2), upon notice to such Lender or Issuing Bank and the 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 9.0412.7.2), all of its interests, rights and obligations under this Agreement 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 BankLender, respectively, affected by such assignment plus all Fees fees and other amounts accrued for the account of such Lender hereunder; provided further that, if prior to any such transfer and assignment the circumstances or Issuing Bank hereunder event that resulted in such Lender's claim for compensation or notice, as referred to above in (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 Borrower (in the case of all other amountsi) and (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. 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 the 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 of this Section 2.14 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 2.1914.4, 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 14.1 or 14.2, above, or cease to result in amounts being payable under Section 14.1 or 14.2, as the case may be, or if such Lender shall waive its right to claim or notice under Section 14.1 or 14.2, as applicable 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 Lender hereby grants to Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Commitment Assignment and Acceptance necessary to effectuate any assignment of such Lender's interests hereunder in the future and (B) would not subject the Administrative Agent, such 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 restrictionscircumstances contemplated by this paragraph. 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. SMRH:408061503.5 -- AeroCentury – Amended and Restated Loan and Security Agreement

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or an Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or an Issuing Bank delivers a notice described in Section 2.142.15, (iii) the Borrower is required to pay any additional amount to any Lender or an Issuing Bank or any Governmental Authority on account of any Lender or an Issuing Bank pursuant to Section 2.19, 2.20 or (iv) fails any Lender refuses to approve an amendment consent to a proposed amendment, waiver, consent or waiver requiring the consent other modification of all Lenders this Agreement or any other Loan Documents which has been approved by the Required Lenders holding Commitments representing at least 75% and which additionally requires the consent of the Total Commitment or (v) any such Lender becomes a Defaulting Lenderfor approval pursuant to Section 9.08(b), then 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 such Issuing Bank and the 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 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 Borrower shall have received the prior written consent of the Administrative Agent and (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks), 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 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 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 Borrower (in the case of all other amounts) and (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 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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. A 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, 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 by such Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or an Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or an Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or an Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or an Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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 restrictions. The 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 2.13, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14, (iii) 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, 2.19 or (iv) fails any Lender does not consent to approve an amendment a proposed amendment, modification or waiver requiring of this Agreement requested by the Borrower which requires the consent of all of the Lenders to become effective (and which has been is approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting LenderRequired Lenders), then 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 and the 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) solely with respect to replacements of Lenders pursuant to clauses (i), (ii) or (iii) of this Section, the Borrower shall have received the prior written consent of the Administrative Agent Agent, the Issuing Bank and the Applicable Issuing BanksSwingline Lender, 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 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 Borrower (in the case of all other amounts) and (D) in the case of any such assignment resulting from a Issuing Bank's 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. 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 the 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 or Issuing Bank delivers a notice described in Section 2.14 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, amounts paid pursuant to Section 2.19, then the Administrative Agent, such 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 the Administrative Agent, such 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. 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.to

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) the Borrower or the UK Borrower, if applicable, 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then the Borrower or the UK Borrower, if applicable, 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 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 Borrower or the UK Borrower, if applicable, shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayedthe UK Borrower, (C) if applicable, 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 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.21, as the case may be (including as a reduction result of any action taken by such Lender 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 compensation circumstances or event or shall withdraw its notice under Section 2.16 or shall waive its right to further payments thereafter. A under Section 2.21 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower or the UK Borrower, if applicable, is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing BankLender, pursuant to Section 2.192.21, then the Administrative Agentthen, such 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 which shall not subject the Administrative Agent, require such 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 the UK Borrower, if applicable, 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. The Borrower hereby agrees (or to cause the UK Borrower) 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 UK Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

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 2.142.16, (iii) 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, 2.21 or (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lendershall have declined, then or shall be deemed to have declined, to extend its Revolving Credit Commitment pursuant to Section 2.10(d), 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 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 designated by the Borrower that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (Aw) such assignment will result in a reduction in the claim for compensation under Section 2.15 or in the withdrawal of the notice under Section 2.16 or in the reduction of payments under Section 2.21, as the case may be, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of each Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 or 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 (2.21); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender's or Issuing Bank'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 or 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 2.16, or cease to result in amounts being payable under Section 2.21, as the case may be (including as a reduction result of any action taken by such Lender or Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank shall waive its right to claim further compensation under Section 2.15 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.16 or shall waive its right to further payments thereafter. A under Section 2.21 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank shall request requests compensation under Section 2.132.15, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.16 or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, Bank pursuant to Section 2.192.21, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such Lender or Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action materially inconsistent with its internal policies or legal or regulatory restrictions. The 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 2.132.12 hereof, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.13 hereof or (iii) 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 2.192.18 hereof, (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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)) hereof), upon notice to such Lender or Issuing Bank and the 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 9.049.04 hereof), 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 lawLaw, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 2.12 hereof and Section 2.15) from the assignee (2.14 hereof); provided further that, if prior to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (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 2.12 hereof or notice under Section 2.13 hereof or payments required to be made the amounts paid pursuant to Section 2.192.18 hereof, 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 amounts being payable under Section 2.18 hereof, as the case may be, including as a reduction result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.12 hereof in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.13 hereof or shall waive its right to further payments thereafter. A under Section 2.18 hereof in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.132.12 hereof, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14 2.13 hereof or (iii) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.18, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. The 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 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.15 or (iii) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then 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 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 Borrower shall have received the prior written consent of the Administrative Agent and (and, if a Revolving Credit Commitment is being assigned, of the Applicable Issuing Banks), 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 or 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 Borrower (in the case of all other amounts) and (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender's or 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 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 reduction result of any action taken by such Lender or Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A under Section 2.20 in respect of such circumstances or event, as the case may be, 41 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 which shall not subject the Administrative Agent, require such 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. The 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 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.142.15, (iii) 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 Issuing Bank pursuant to Section 2.19, 2.20 or (iv) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Non-Consenting Lender, then the 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(e)), upon notice to such Lender or Issuing Bank and the 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 (Aw) such assignment will result in a reduction in the claim for compensation under Section 2.14 or in the withdrawal of the notice under Section 2.15 or in the reduction of payments under Section 2.20, as the case may be, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of each Issuing Bank and the Applicable Issuing BanksSwingline Lender), 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 or 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 Borrower (in the case of all other amounts) and (D) in the case of any such transfer and assignment resulting from a the circumstances or event that resulted in such Lender’s or 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 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 reduction result of any action taken by such Lender or Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A under Section 2.20 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower is required to pay any additional amount to any Lender, the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.19, then the Administrative Agent, such 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 the Administrative Agent, such 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. 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.to

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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes is a Defaulting Lender, then 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 and the 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 Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Applicable Issuing BanksSwingline Lender), which consent 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 (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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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 the Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender Lender, the Deposit Bank or the Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender Lender, the Deposit Bank or the Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender, the Administrative Agent, any Lender Deposit Bank or the Issuing Bank or any Governmental Authority on account of any Lender, the Administrative Agent, any Lender Deposit Bank or the Issuing Bank, pursuant to Section 2.192.20, then such Lender, the Administrative Agent, such Lender Deposit Bank 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 the Deposit Bank 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 the Administrative Agent, such 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. The restrictions 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 hereby agrees or (y) to pay all reasonable costs assign its rights and expenses incurred by any Lender delegate and transfer its obligations hereunder to another of its offices, branches or Issuing Bank in connection with any affiliates, if such designation filing or assignment.assignment would reduce or eliminate its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or an Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or an Issuing Bank delivers a notice described in Section 2.142.15, (iii) the any Borrower is required to pay any additional amount to any Lender or an Issuing Bank or any Governmental Authority on account of any Lender or an Issuing Bank pursuant to Section 2.192.20, (iv) fails any Lender refuses to approve an amendment consent to a proposed amendment, waiver, consent or waiver requiring the consent other modification of all Lenders this Agreement or any other Loan Documents which has been approved by the Required Lenders holding Commitments representing at least 75% and which additionally requires the consent of the Total Commitment such Lender for approval pursuant to Section 9.08(b) or (v) any Lender becomes a Defaulting Lender, then the any 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 and the 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, at the option of such Borrower, either all its interests, rights and obligations under this Agreement or 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) to an assignee (other than any Ineligible 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 such Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Banks and (if such Revolving Credit Commitment is a Domestic Revolving Credit Commitment) the Applicable Issuing BanksSwingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, and (C) such Borrower or such assignee shall have paid to the affected Lender or Issuing Bank shall have received in immediately available funds (and in the currency or currencies in which payment would be required if all amounts were to be paid by such Borrower) 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 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 and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (D) in the case of assignment; 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 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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. A 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, 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 by such Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyhereunder. (b) If (i) any Lender or an Issuing Bank shall request compensation under Section 2.132.14, (ii) any Lender or an Issuing Bank delivers a notice described in Section 2.14 2.15 or (iii) the any Borrower is required to pay any additional amount to the Administrative Agent, any Lender or an Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or an Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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) (A) to file any certificate or document reasonably requested in writing by such 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 materially reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would materially reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower Terex 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) 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment any Lender is a Non-Consenting Lender or (v) any Lender becomes a Defaulting Lender, then then, 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 Issuing Bank and the 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 Borrower shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, 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 Borrower (in the case of all other amounts) and (D) 2.16 and, 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 amounts being payable under Section 2.20, as the case may be (including as a reduction result of any action taken by such Lender pursuant to Section 2.21(b)), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such compensation circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments thereafter. A 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 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 the 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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. 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) 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) fails any Lender does not consent to approve an amendment a proposed amendment, modification or waiver requiring of this Agreement requested by the Borrower which requires the consent of all of the Lenders or all of the Lenders under any Facility to become effective (and which has been is approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting LenderRequired Lenders), then 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 and the 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) solely with respect to replacements of Lenders pursuant to clauses (i), (ii) or (iii) of this Section, the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment and/or Backstop LC Commitment is being assigned, of the Issuing Bank) and the Applicable Issuing BanksLoan Insurer, 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.20, as the case may be (including as a reduction in result of any action taken by such compensation or payments thereafter. 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. In connection with any such replacement, prior theretoif the replaced Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance, as a result substantially in the form of a waiver by Exhibit B, reflecting such replacement within five (5) Business Days of the date on which the replacement Lender executes and delivers such Assignment and Acceptance to the replaced Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower then such replaced Lender shall be deemed to require have executed and delivered such assignment Assignment and delegation cease to applyAcceptance. (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) the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or the Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or the Issuing Bank, pursuant to Section 2.192.20, then the Administrative Agent, such 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 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 which shall not subject the Administrative Agent, require such 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. The 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 2.132.15, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.16 or (iii) the Borrower or the UK Borrower, if applicable, 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) fails to approve an amendment or waiver requiring the consent of all Lenders which has been approved by Lenders holding Commitments representing at least 75% of the Total Commitment or (v) any Lender becomes a Defaulting Lender, then the Borrower or the UK Borrower, if applicable, 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 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 Borrower or the UK Borrower, if applicable, shall have received the prior written consent of the Administrative Agent and the Applicable Issuing BanksAgent, which consent shall not unreasonably be withheld withheld, and (z) the Borrower or delayedthe UK Borrower, (C) if applicable, 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 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 Borrower (in the case of all other amounts) and (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 amounts being payable under Section 2.21, as the case may be (including as a reduction result of any action taken by such Lender 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 compensation circumstances or event or shall withdraw its notice under Section 2.16 or shall waive its right to further payments thereafter. A under Section 2.21 in respect of such circumstances or event, 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 if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the 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) the Borrower or the UK Borrower, if applicable, is required to pay any additional amount to the Administrative Agent, any Lender or Issuing Bank or any Governmental Authority on account of the Administrative Agent, any Lender or Issuing BankLender, pursuant to Section 2.192.21, then the Administrative Agentthen, such 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 which shall not subject the Administrative Agent, require such 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. The 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)