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

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 or exercising its rights under Section 2.15 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.10(b), 2.13 or 2.152.14, or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the CompanyBorrowers, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower (ii) the Company shall be required to make additional payments to any Lender under Section 2.20 or (including any assignee and iii) any Lender for shall have defaulted on its obligations to fund under Section 2.06, failed to fund or pay any amount required to be funded or paid by it under this Agreement or been deemed insolvent or become the benefit subject of a Participant) or Issuing Bank under Section 2.20bankruptcy of insolvency proceeding, the Company (in the case of clauses (i) and (ii)) and the Company or the LC Issuer (in the case of clause (iii)) shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the CompanyBorrowers, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made, and L/C participations in LC Disbursements made acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank LC Issuer claiming any indemnity payments or additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payments or additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLC Issuer, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLC Issuer. (b) In the event that (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower (ii) the Company shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, (iii) any Lender shall be a Defaulting Lender or (iv) any Lender shall have failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.07 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where Section 9.07 does not require the consent of the Required Lenders, a Majority in Interest of the Lenders of the affected Class) shall have granted their consent, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority Authority, (ii) the Company shall have received the prior written consent to such assignment of the Administrative Agent and each LC Issuer, which consent shall not unreasonably be withheld, and (iiiii) the assignee or the CompanyBorrowers, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made, and L/C participations in LC Disbursements made acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.14, or Section 2.20 2.20, or exercising its rights under Section 2.15 2.15, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office Applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole reasonable determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender. (b) In the event that (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or (ii) any Borrower shall be required or reasonably believes it will be required, to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, (iii) any Lender shall become, or a substantial part of the property of any Lender shall become, the subject of any receivership or similar proceeding or (iv) any Lender shall default on its commitment to lend hereunder, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty free and clear of all deductions and withholding, (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) or to another Lender which shall assume such obligations; provided that (iA) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (iiB) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and the interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Eligible Assignee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 Sections 4.13, 4.14 or Section 2.20 or exercising its rights under Section 2.15 4.16, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankEligible Assignee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankEligible Assignee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 4.13 or 2.15, 4.15 or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.204.16, the Company Borrower shall have the right, at its own expenseexpense (which shall include the assignment fee referred to in Section 13.10), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.0413.10) all interests, rights and obligations contained hereunder to another financial institution (including any other Lender) approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the CompanyBorrower, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on on, or transfer of, the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSections 4.13, 4.15 or 4.16, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any of the Administrative Agent, the Fronting Bank, the Swingline Lender or any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which that may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for or Transferee), the benefit of a Participant) Administrative Agent, the Fronting Bank or Issuing Bankthe Swingline Lender, as the case may be, require it to incur additional costs or be otherwise disadvantageous to such Lender (including any assignee and any Lender for or Transferee), the benefit of a Participant) Administrative Agent, the Fronting Bank or Issuing Bankthe Swingline Lender. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company Borrower shall have the right, but not the obligation, at its own expenseexpense (including with respect to the processing and recordation fee referred to in Section 10.04(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require replace such Lender (including any with an assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.0410.04(b)) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04(b)) which all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Lender shall assume be obligated to make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and Authority, (ii) the such assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of the Loans made by such Lender hereunder and (iii) the Borrower shall pay to the affected Lender in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans and L/C Disbursements made by it such Lender hereunder and all other amounts accrued for its such Lender's account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any If any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming claims any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising exercises its rights under Section 2.15 or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document, including, without limitation, any such certificate or document reasonably requested by the Company Borrowers, or to change the jurisdiction of its applicable lending office Applicable Lending Office or to take other actions (including the filing of certificates or documents) known to it to be available if the making of such a filing or change or the taking of such other action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower the Borrowers shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company Borrowers shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 10.07(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.0410.07) all its interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent Agent, and each Fronting Bank and the Swingline Lender (which approval shall not be unreasonably withheld) which shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, Borrowers shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the outstanding principal of and interest accrued to the date of payment on the its Loans and L/C participations in LC Disbursements made by it hereunder and Swingline Loans, accrued interest thereon, accrued fees and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSection 2.14 or 2.19, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any If any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming claims any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising exercises its rights under Section 2.15 or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document, including, without limitation, any such certificate or document reasonably requested by the Company Borrower, or to change the jurisdiction of its applicable lending office Applicable Lending Office or to take other actions (including the filing of certificates or documents) known to it to be available if the making of such a filing or change or the taking of such other action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company Borrower shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 10.07(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Servicing Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.0410.07) all its interests, rights and obligations contained hereunder (other than any outstanding Competitive Loans held by it) to another financial institution approved by the Administrative Servicing Agent (and, if a Commitment is being assigned, the Fronting Bank and the Swingline Lender) (which approval shall not be unreasonably withheld) which shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, Borrower shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder fees and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSection 2.14 or 2.19, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.15 or Section 2.20 2.23(b) or exercising its rights under Section 2.15 2.16 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Millennium or to change the jurisdiction of its applicable lending office Applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.15 2.16 or 2.152.23(b), or any Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.21, the Company Millennium shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 10.06(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.0410.06) all its interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent and, if a Revolving Commitment is being assigned, the Issuing Bank and Swingline Lender (which approval shall not be unreasonably withheld) which shall assume such obligations; provided provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, Millennium shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and its participants in LC Disbursements and Swingline Loans, and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSection 2.15, 2.21 or 2.23(b), if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 2.19 or exercising its rights under Section 2.15 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or any Borrower the Company shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or 36 31 Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank LC Issuer claiming any indemnity payments or additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payments or additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLC Issuer, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLC Issuer. The Borrowers hereby agree to pay all reasonable expenses incurred in connection with such filing or change. (b) In the event that (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower (ii) the Company shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, (iii) any Lender shall be a Defaulting Lender or (iv) any Lender shall have failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.07 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where Section 9.07 does not require the consent of the Required Lenders, a Majority in Interest of the Lenders of the affected Class) shall have granted their consent, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority Authority, (ii) the Company shall have received the prior written consent to such assignment of the Administrative Agent and each LC Issuer, which consent shall not unreasonably be withheld, and (iiiii) the assignee or the CompanyBorrowers, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made, and L/C participations in LC Disbursements made acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including If any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming Indemnified Party claims any additional amounts payable pursuant to Section 2.14 2.12 or Section 2.20 2.13 or exercising its rights under if the Seller is required to pay any additional amount to any Indemnified Party or any Governmental Authority for the account of any Purchaser pursuant to Section 2.15 2.14, then such Indemnified Party shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document, including, without limitation, any such certificate or document reasonably requested by the Company Seller, or to change the jurisdiction of the applicable office through which it holds or maintains its interest in the applicable lending office Receivable Interest or to take other actions (including the filing of certificates or documents) known to it to be available if the making of such a filing or change or the taking of such other action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankIndemnified Party, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) Indemnified Party or Issuing Bankits Receivable Interest. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Indemnified Party shall have delivered a notice or certificate pursuant to Section 2.14 2.12 or 2.152.13, or any Borrower the Seller shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Indemnified Party under Section 2.202.14, the Company Seller shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 9.1(a)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Indemnified Party and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank related Purchaser to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.1) all its interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent and the Swing Purchaser (which approval shall not be unreasonably withheld) which shall assume such obligationsobligations (which assignee may be another Purchaser, if a Purchaser accepts such assignment); provided provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, Seller shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Purchaser in immediately available funds on the date of such assignment the principal amounts of and its Capital Investments, including any interest in Receivable Interests relating to Swing Purchases, accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder Yield thereon and all other amounts Obligations accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSection 2.12, 2.13 or 2.14, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any If any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming claims any additional amounts payable pursuant to Section 2.14 2.15 or Section 2.20 or exercising exercises its rights under Section 2.15 2.16 or ---- ---- if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, ---- then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document, including, without limitation, any such certificate or document reasonably requested by the Company Borrower, or to change the jurisdiction of its applicable lending office Applicable Lending Office or to take other actions (including the filing of certificates or documents) known to it to be available if the making of such a filing or change or the taking of such other action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.15 or 2.152.16, or any the Borrower shall be required ---- ---- to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company Borrower shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 9.07(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Servicing Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.07) all its interests, rights and obligations contained hereunder (other than any outstanding Competitive Loans held by it) to another financial institution approved by the Administrative Servicing Agent (and, if a Revolving Commitment is being assigned, each Fronting Bank and the Swingline Lender) (which approval shall not be unreasonably withheld) which shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, Borrower shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder fees and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSection 2.15 or 2.20, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any of the Administrative Agent, the Facing Agent or any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall ------------ ------------ ------------ use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company either Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which that may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for or Transferee), the benefit of a Participant) Administrative Agent or Issuing Bankthe Facing Agent, as the case may be, require it to incur additional costs or be otherwise disadvantageous to such Lender (including any assignee and any Lender for or Transferee), the benefit of a Participant) Administrative Agent or Issuing Bankthe Facing Agent. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any either Borrower shall be ------------ ---- required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company ------------ applicable Borrower shall have the right, but not the obligation, at its own expenseexpense (including with respect to the processing and recordation fee referred to in Section 11.04(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative ----------------- Agent, to require replace such Lender (including any with an assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.0411.04(b)) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 11.04(b)) which all its ----------------- interests, rights and obligations under this Agreement to such assignee; provided, however, that no Lender shall assume be obligated to make any such obligations; provided that assignment -------- ------- unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and Authority, (ii) the such assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of the Loans made by such Lender hereunder and (iii) the applicable Borrower shall pay to the affected Lender in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans and L/C Disbursements made by it such Lender hereunder and all other amounts accrued for its such Lender's account or owed to it hereunder hereunder. (c) If, in connection with any proposed amendment, modification, change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by Section 11.08(b), the consent of the Required Lenders is ---------------- obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, but not the obligation, at its own expense (including with respect to the processing and shall cause recordation fee referred to in Section 11.04(b)) upon notice to such Lender and ----------------- the Administrative Agent, so long as all Letters non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non- consenting Lender or Lenders (or, at the option of Credit issued by it the Borrower if the respective Lender's consent is required with respect to be canceled on less than all Loans, to replace only the respective Loans of the respective non-consenting Lender which gave rise to the need to obtain such date.Lender's individual consent) with an assignee (in accordance with and subject to the restrictions contained in

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 2.19 or exercising its rights under Section 2.15 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or any Borrower the Company shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Eligible Assignee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 SECTION 4.14, 4.15 OR 4.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankEligible Assignee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankEligible Assignee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 SECTION 4.14 or 2.15, 4.16 or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20SECTION 4.17, the Company Borrower shall have the right, at its own expenseexpense (which shall include the assignment fee referred to in SECTION 13.9), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.04SECTION 13.9) all interests, rights and obligations contained hereunder to another financial institution (including any other Lender) approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided PROVIDED that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the CompanyBorrower, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on on, or transfer of, the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSECTION 4.14, 4.16 OR 4.17, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender Bank (including any assignee and any Lender for the benefit of a Participantor Transferee) claiming or Issuing Bank claiming receiving any additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 2.18 or exercising its rights under Section 2.15 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company relevant Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender Bank (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender Bank (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or any a Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.18, the Company such Borrower shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative U.S. Agent (or, if such Bank is a Canadian Bank, the Canadian Agent), to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.07) all interests, rights and obligations contained hereunder under this Agreement to another financial institution approved by such Agent and the Administrative Agent Issuing Banks (which approval approvals shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority governmental authority and (ii) the assignee (or the CompanyBorrower, as in the case may be, of amounts other than those payable to Banks ratably) shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and participations in L/C Disbursements of such Bank plus all Fees and other amounts accrued for its the account of or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such dateBank hereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 2.15 or exercising its rights under Section 2.15 2.16 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Millennium or to change the jurisdiction of its applicable lending office Applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.15 or 2.152.16, (ii) any Lender shall have failed to execute and deliver any amendment to or waiver under this Agreement, or to consent to any amendment to or waiver under any other Credit Document, requested by the Borrowers by the date specified by the Borrowers (or shall give the Borrowers written notice prior to such date of its intention not to do so) or (iii) any Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company Millennium shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 10.06(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Applicable Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.0410.06) all its interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Applicable Agent and, if a Revolving Commitment is being assigned, each Issuing Bank (which approval shall not be unreasonably withheld) ), which shall assume such obligations; provided provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, Millennium shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and its participations in LC Disbursements and Swingline Loans, and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSection 2.15 or 2.20 if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any If any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming claims any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising exercises its rights under Section 2.15 or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document, including, without limitation, any such certificate or document reasonably requested by the Company Borrowers, or to change the jurisdiction of its applicable lending office Applicable Lending Office or to take other actions (including the filing of certificates or documents) known to it to be available if the making of such a filing or change or the taking of such other action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower the Borrowers shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company Borrowers shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 10.07(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.0410.07) all its interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent Agent, and each Fronting Bank and the Swingline Lender (which approval shall not be unreasonably withheld) which shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, Borrowers shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the outstanding principal of and interest accrued to the date of payment on the its Loans and L/C participations in LC Disbursements made by it hereunder and Swingline Loans, accrued interest thereon, accrued fees and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSection 2.14 or 2.20, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 2.19 or exercising its rights under Section 2.15 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank. (ba) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or any Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent Agent, each Issuing Bank and each Swing Line Lender (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any indemnity payment or additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 or exercising its rights under Section 2.15 2.19 44 44 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Company Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payment or additional amounts which that may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 (other than pursuant to paragraph (a) of Section 2.13) or 2.152.14, or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company Borrower shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all its interests, rights and obligations contained hereunder under this Agreement to another one or more other financial institution institutions approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.14, or Section 2.20 2.20, or exercising its rights under Section 2.15 2.15, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office Applicable Lending Office or to take such other actions as may reasonably be requested by the Company if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole reasonable determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender. (b) In the event that (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or (ii) any Borrower shall be required or reasonably believes it will be required, to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, (iii) any Lender shall become, or a substantial part of the property of any Lender shall become, the subject of any receivership or similar proceeding or (iv) any Lender shall default on its commitment to lend hereunder, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty free and clear of all deductions and withholding (in accordance with with, upon the terms of and subject to the restrictions contained in Section 10.04) ), all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) or to another Lender which shall assume such obligations; provided that (iA) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (iiB) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and the interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 2.19 or exercising its rights under Section 2.15 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or any Borrower the Company shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.12 or Section 2.20 2.19 or exercising its rights under Section 2.15 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.09(b), 2.12 or 2.152.13, or any Borrower the Borrowers shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the CompanyBorrowers, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.13, or Section 2.20 2.19, or exercising its rights under Section 2.15 2.14, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office Applicable Lending Office or to take such other actions as may reasonably be requested by the Company if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole reasonable determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender. (b) In the event that (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or (ii) any Borrower shall be required or reasonably believes it will be required, to make additional payments to any Lender under Section 2.19, (including any assignee and iii) any Lender for shall become, or a substantial part of the benefit property of a Participantany Lender shall become, the subject of any receivership or similar proceeding or (iv) or Issuing Bank under Section 2.20any Lender shall default on its commitment to lend hereunder, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty free and clear of all deductions and withholding (in accordance with with, upon the terms of and subject to the restrictions contained in Section 10.04) ), all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) or to another Lender which shall assume such obligations; provided PROVIDED that (iA) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (iiB) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and the interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.12 or Section 2.20 2.18 or exercising its rights under Section 2.15 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.12 or 2.152.13, or any Borrower the Company shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.18, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any of the Administrative Agent, the Fronting Bank, the Swingline Lender or any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which that may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for or Transferee), the benefit of a Participant) Administrative Agent, the Fronting Bank or Issuing Bankthe Swingline Lender, as the case may be, require it to incur additional costs or be otherwise disadvantageous to such Lender (including any assignee and any Lender for or Transferee), the benefit of a Participant) Administrative Agent, the Fronting Bank or Issuing Bankthe Swingline Lender. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company Borrower shall have the right, but not the obligation, at its own expenseexpense (including with respect to the processing and recordation fee referred to in Section 10.04(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and Lender, the Administrative AgentAgent and DB, to require replace such Lender (including any with an assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.0410.04(b)) approved by the Administrative Agent (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04(b)) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) such assignee shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of the Loans made by such Lender hereunder and (iii) the Borrower shall pay to the affected Lender in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender's account or owed to it hereunder. (c) If, in connection with any proposed amendment, modification, change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (A) through (D), inclusive, of the first proviso to the first sentence of Section 10.08(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, but not the obligation, at its own expense (including with respect to the processing and recordation fee referred to in Section 10.04(b)) upon notice to such Lender, the Administrative Agent and DB, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Loans, to replace only the respective Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with an assignee (in accordance with and subject to the restrictions contained hereunder to another financial institution in Section 10.04(b)) approved by the Administrative Agent (which approval shall not be unreasonably withheld) which so long as at the time of such replacement, each such assignee consents to the proposed amendment, modification, change, waiver, discharge or termination; provided, however, that no Lender shall assume be obligated to make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and Authority, (ii) the such assignee or the Company, as the case may be, shall pay to the affected non-consenting Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of the Loans made by such Lender hereunder and subject to such assignment and (iii) the Borrower shall pay to the non-consenting Lender in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans and L/C Disbursements made by it such Lender hereunder and subject to such assignment and all other amounts accrued for its such Lender's account or owed to it hereunder and shall cause all Letters of Credit issued by it with respect to be canceled on such dateLoans.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any of the Administrative Agent, the Fronting Bank, the Swingline Lender or any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which that may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for or Transferee), the benefit of a Participant) Administrative Agent, the Fronting Bank or Issuing Bankthe Swingline Lender, as the case may be, require it to incur additional costs or be otherwise disadvantageous to such Lender (including any assignee and any Lender for or Transferee), the benefit of a Participant) Administrative Agent, the Fronting Bank or Issuing Bankthe Swingline Lender. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company Borrower shall have the right, but not the obligation, at its own expenseexpense (including with respect to the processing and recordation fee referred to in Section 10.04(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and Lender, the Administrative AgentAgent and BTCo, to require replace such Lender (including any with an assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.0410.04(b)) approved by the Administrative Agent (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04(b)) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) such assignee shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of the Loans made by such Lender hereunder and (iii) the Borrower shall pay to the affected Lender in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender's account or owed to it hereunder. (c) If, in connection with any proposed amendment, modification, change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (A) through (D), inclusive, of the first proviso to the first sentence of Section 10.08(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, but not the obligation, at its own expense (including with respect to the processing and recordation fee referred to in Section 10.04(b)) upon notice to such Lender, the Administrative Agent and BTCo, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Loans, to replace only the respective Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with an assignee (in accordance with and subject to the restrictions contained hereunder to another financial institution in Section 10.04(b)) approved by the Administrative Agent (which approval shall not be unreasonably withheld) which so long as at the time of such replacement, each such assignee consents to the proposed amendment, modification, change, waiver, discharge or termination; provided, however, that no Lender shall assume be obligated to make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and Authority, (ii) the such assignee or the Company, as the case may be, shall pay to the affected non-consenting Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of the Loans made by such Lender hereunder and subject to such assignment and (iii) the Borrower shall pay to the non-consenting Lender in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans and L/C Disbursements made by it such Lender hereunder and subject to such assignment and all other amounts accrued for its such Lender's account or owed to it hereunder and shall cause all Letters of Credit issued by it with respect to be canceled on such dateLoans.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any indemnity payment or additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Company a relevant Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payment or additional amounts which that may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any a Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.20 (any such Lender being herein called a " Subject Lender "), the Company shall have the rightBorrowers, upon three Business Days' notice, may (jointly but not severally), at its their own expense, upon notice require that such Subject Lender transfer all of its right, title and interest under this Agreement to such Lender (including any assignee and any Lender for the benefit of a Participant) bank or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another other financial institution (a " Proposed Lender ") identified by the Borrowers and approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations); provided that (i) such Proposed Lender agrees to assume all of the obligations of such Subject Lender hereunder, and to purchase all of such Subject Lender's Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Subject Lender's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Lender of all other amounts payable hereunder to such Subject Lender on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 2.16 as if all of such Subject Lender's Loans were being prepaid in full on such date), (ii) if such Subject Lender has requested compensation pursuant to Section 2.14 or 2.20, such Proposed Lender's aggregate requested compensation, if any, pursuant to said Section 2.14 or 2.20 with respect to such Subject Lender's Loans is reasonably expected to be lower than that of the Subject Lender and (iii) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority Authority. Subject to the provisions of Section 9.04(b), such Proposed Lender shall be a "Lender" for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements of MBNA America Bank contained in Section 2.22 and of the Borrowers contained in Sections 2.14, 2.20, 9.05 and 9.16 (ii) without duplication of any payments made to such Subject Lender by the assignee Borrowers or the Company, as the case may be, Proposed Lender) shall pay to the affected Lender (including any assignee and any Lender survive for the benefit of a Participantsuch Subject Lender under this Section 2.21(b) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued with respect to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed time prior to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datereplacement.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Eligible Assignee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 SECTION 4.14, 4.15 or Section 2.20 or exercising its rights under Section 2.15 4.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankEligible Assignee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankEligible Assignee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 SECTION 4.14 or 2.15, 4.16 or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20SECTION 4.17, the Company Borrower shall have the right, at its own expenseexpense (which shall include the assignment fee referred to in SECTION 13.9), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.04SECTION 13.9) all interests, rights and obligations contained hereunder to another financial institution (including any other Lender) approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided PROVIDED that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the CompanyBorrower, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on on, or transfer of, the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSECTION 4.14, 4.16 or 4.17, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.14, or Section 2.20 2.20, or exercising its rights under Section 2.15 2.15, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office Applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole reasonable determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender. (b) In the event that (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or (ii) any Borrower shall be required or reasonably believes it will be required, to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, (iii) any Lender shall become, or a substantial part of the property of any Lender shall become, the subject of any receivership or similar proceeding or (iv) any Lender shall default on its commitment to lend hereunder or under any applicable Alternate Currency Addendum, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, (x) to terminate the Commitment and prepay the Loans of such Lender or (y) to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty free and clear of all deductions and withholding, (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) or to another Lender which shall assume such obligations; provided that (iA) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (iiB) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such termination or assignment the principal of and the interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including If any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming Indemnified Party claims any additional amounts payable pursuant to Section 2.14 2.12 or Section 2.20 2.13 or exercising its rights under if the Seller is required to pay any additional amount to any Indemnified Party or any Governmental Authority for the account of any Purchaser pursuant to Section 2.15 2.14, then such Indemnified Party shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document, including, without limitation, any such certificate or document reasonably requested by the Company Seller, or to change the jurisdiction of the applicable office through which it holds or maintains its interest in the applicable lending office Receivable Interest or to take other actions (including the filing of certificates or documents) known to it to be available if the making of such a filing or change or the taking of such other action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankIndemnified Party, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) Indemnified Party or Issuing Bankits Receivable Interest. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Indemnified Party shall have delivered a notice or certificate pursuant to Section 2.14 2.12 or 2.152.13, or any Borrower the Seller shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Indemnified Party under Section 2.202.14, the Company Seller shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for with the benefit assistance of a Participant) or Issuing Bank and the Administrative Agent, to require designate a substitute bank or banks (which may be one or more of the Purchasers) mutually satisfactory to the Seller and the Agent (and the Swing Purchaser) to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Capital Investment of such Lender (including Purchaser and assume the Commitment of such Purchaser, without recourse to or warranty by, or expense to, such Purchaser, for a purchase price equal to the amount of all of such Purchaser’s outstanding Capital Investment plus any assignee accrued but unpaid Yield thereon and any Lender the accrued but unpaid fees for the benefit account of a Participant) or Issuing Bank to transfer and assign without recoursesuch Purchaser hereunder plus such amount, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Companyif any, as would be payable pursuant to Section 2.12(d) if the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit outstanding Capital Investment of a Participant) or Issuing Bank such Purchaser was prepaid in immediately available funds its entirety on the date of consummation of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such dateassignment.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower the Company shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any indemnity payment or additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 or exercising its rights under Section 2.15 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Company Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payment or additional amounts which that may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole reasonable determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 (other than pursuant to paragraph (a) of Section 2.13) or 2.152.14, or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company Borrower shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all its interests, rights and obligations contained hereunder under this Agreement to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided PROVIDED that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 2.19, or exercising its rights under Section 2.15 2.14, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Anixter or to change the jurisdiction of its applicable lending office Applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLender. (b) In the event that If (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or (ii) any Borrower shall be required to make additional payments to any Lender under Section 2.19, (including any assignee and iii) any Lender for shall become, or a substantial part of the benefit property of any Lender shall become, the subject of any receivership or similar proceeding (a Participant"Bank Proceeding") or Issuing (iv) any Lender shall default on its commitment to lend or issue a Letter of Credit hereunder or under any applicable Alternate Currency Addendum (a "Bank under Section 2.20Default"), the Company Anixter shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, (x) to terminate the Commitment of such Lender or (y) to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.0413.02) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) or to another Lender which shall assume such obligations; provided that (iA) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (iiB) the assignee or the CompanyAnixter, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such termination or assignment the principal of and the interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date(including, without limitation, any amounts owed under Section 2.15).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 2.19 or exercising its rights under Section 2.15 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or any Borrower the Company shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance 34 30 with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Transferee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.12 or Section 2.20 2.19 or exercising its rights under Section 2.15 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankTransferee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.09(b), 2.12 or 2.152.13, or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the CompanyBorrowers, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 2.13 or Section 2.20 2.19 or exercising its rights under Section 2.15 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 2.13 or 2.152.14, or any Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.202.19, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such 60 Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 10.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such date.

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participantor Eligible Assignee) or Issuing Bank claiming any additional amounts payable pursuant to Section 2.14 SECTION 4.14, 4.15 or Section 2.20 or exercising its rights under Section 2.15 4.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankEligible Assignee), be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankEligible Assignee). (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 SECTION 4.14 or 2.15, 4.16 or any the Borrower shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20SECTION 4.17, the Company Borrower shall have the right, at its own expenseexpense (which shall include the assignment fee referred to in SECTION 14.9), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.04SECTION 14.9) all interests, rights and obligations contained hereunder to another financial institution (including any other Lender) approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided PROVIDED that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the CompanyBorrower, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on on, or transfer of, the Loans and L/C Disbursements made by it hereunder and all other amounts accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSECTION 4.14, 4.16 or 4.17, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including If any assignee and any Lender for the benefit of a Participant) or Issuing Bank claiming Purchaser claims any additional amounts payable pursuant to Section 2.14 2.12 or Section 2.20 2.13 or exercising its rights under if the Seller is required to pay any additional amount to any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 2.15 2.14, then such Purchaser shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document, including, without limitation, any such certificate or document reasonably requested by the Company Seller, or to change the jurisdiction of the applicable office through which it holds or maintains its interest in the applicable lending office Receivable Interest or to take other actions (including the filing of certificates or documents) known to it to be available if the making of such a filing or change or the taking of such other action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankPurchaser, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) Purchaser or Issuing Bankits Receivable Interest. (b) In the event that any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Purchaser shall have delivered a notice or certificate pursuant to Section 2.14 2.12 or 2.152.13, or any Borrower the Seller shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Purchaser under Section 2.202.14, the Company Seller shall have the right, at its own expenseexpense (which shall include the processing and recordation fee referred to in Section 9.1(a)), upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Purchaser and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank related Purchaser to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.1) all its interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent and the Swing Purchaser (which approval shall not be unreasonably withheld) which shall assume such obligationsobligations (which assignee may be another Purchaser, if a Purchaser accepts such assignment); provided provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the Company, as the case may be, Seller shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank Purchaser in immediately available funds on the date of such assignment the principal amounts of and its Capital Investments, including any interest in Receivable Interests relating to Swing Purchases, accrued to the date of payment on the Loans and L/C Disbursements made by it hereunder Yield thereon and all other amounts Obligations accrued for its account or owed to it hereunder (including the additional amounts asserted and shall cause all Letters of Credit issued by it payable pursuant to be canceled on such dateSection 2.12, 2.13 or 2.14, if any).

Duty to Mitigate; Assignment of Commitments Under Certain Circumstances. (a) Any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank LC Issuer claiming any indemnity payments or additional amounts payable pursuant to Section 2.14 or Section 2.20 or exercising its rights under Section 2.15 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payments or additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLC Issuer, be otherwise disadvantageous to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing BankLC Issuer. The Borrowers hereby agree to pay all reasonable expenses incurred in connection with such filing or change. (b) In the event that (i) any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or any Borrower (ii) the Company shall be required to make additional payments to any Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank under Section 2.20, (iii) any Lender shall be a #95460429v5 Defaulting Lender or (iv) any Lender shall have failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.07 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where Section 9.07 does not require the consent of the Required Lenders, a Majority in Interest of the Lenders of the affected Class) shall have granted their consent, the Company shall have the right, at its own expense, upon notice to such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank and the Administrative Agent, to require such Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank to transfer and assign without recourse, representation or warranty recourse (in accordance with and subject to the restrictions contained in Section 10.049.04) all interests, rights and obligations contained hereunder to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority Authority, (ii) the Company shall have received the prior written consent to such assignment of the Administrative Agent and each LC Issuer, which consent shall not unreasonably be withheld, and (iiiii) the assignee or the CompanyBorrowers, as the case may be, shall pay to the affected Lender (including any assignee and any Lender for the benefit of a Participant) or Issuing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made, and L/C participations in LC Disbursements made acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder and shall cause all Letters of Credit issued by it to be canceled on such datehereunder.