Common use of Mitigation Obligations; Replacement of a Lender Clause in Contracts

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.15, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of such Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agree to pay all reasonable costs and expenses incurred by such Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.15, or if Borrower are required to pay any additional amount to any Lender or any Governmental Authority for the account of such Lender pursuant to Section 2.17, or if the Lender defaults in its obligation to fund Loans hereunder, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations; provided that (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if Borrower is the Borrowers are required to pay any additional amount to the Administrative Agent, any Lender or any Governmental Authority for the account of such the Administrative Agent or any Lender pursuant to Section 2.17, then the Administrative Agent or such Lender shall use reasonable efforts to designate mitigate the effects of the event giving rise to such request or payment, including in the case of a Lender, designating a different lending office for funding or booking its Revolving Loans or participations in L/C Advances and Swing Line Loans made hereunder or to assign assigning its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower Borrowers hereby agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if Borrower the Borrowers are required to pay any additional amount to the Administrative Agent, any Lender or any Governmental Authority for the account of such the Administrative Agent or any Lender pursuant to Section 2.17, or if the Lender defaults in its obligation to fund Loans hereunder, then the Administrative Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans and participations in L/C Advances and Swing Line Loans hereunder in full without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and LC Disbursementsparticipations in L/C Advances and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (Borrowers or, in the case of all other amounts) an assignment, from the Borrowers or the assignee and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrowers, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such replaced Lender does not comply with Section 10.4 within three Business Days after the Borrower Representative’s request, compliance with Section 10.4 shall not be required to make effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.8, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Requisite Lenders shall have granted their consent, then the Borrowers shall have the right (unless such Non-Consenting Lender grants such consent), at their sole expense, to either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Revolving Loans and participations in L/C Advances and Swing Line Loans hereunder in full without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.4(b)(ii)(C)) or (ii) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Borrower Representative; provided that (A) all Obligations of the Borrowers owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(a), Section 2.15, Section 2.16 or Section 2.17) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (B) in the case of clause (ii) above, the replacement Lender shall purchase the Loans and Commitments of the Non-Consenting Lender by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseassignment, the circumstances entitling Borrowers, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such Non-Consenting Lender does not comply with Section 10.4 within three Business Days after the Borrower Representative’s request, compliance with Section 10.4 shall not be required to require effect such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.172.17 or the provisions of Section 2.15(b) become applicable, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans made hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as applicable, or would eliminate the case may be, condition set forth in Section 2.15(b) in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay (or to cause the applicable Additional Borrower to pay) all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if any Borrower are is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, or if the provisions of Section 2.15(b) become applicable or a Borrower is borrowing any Extended Term Loans and such Lender defaults in its obligation to fund Loans hereunderis not an Extending Lender or any Lender is a Defaulting Lender, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans hereunder in full on a non-pro rata basis without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) in the case of clause (ii) above, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans and LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such replaced Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance with Section 10.4 shall not be required to make effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has (i) failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.8, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Requisite Lenders or Requisite Class Lenders, as applicable, shall have granted their consent or (ii) becomes an Objecting Lender pursuant to the definition of “Successor Borrower Transaction”, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to either (A) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.4(b)(ii)(C)) or (B) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent (in consultation with the Requisite Lenders); provided that (I) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(a), Section 2.15, Section 2.16 or Section 2.17) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (II) in the case of clause (B) above, the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (B) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseassignment, the circumstances entitling Borrower Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such Non-Consenting Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance with Section 10.4 shall not be required to require effect such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If In the event any Lender (i) gives notice under Section 3.4.1, (ii) requests compensation under Section 2.154.6.1, or if Borrower is required requires the Borrowers to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority Official Body for the account of such any Lender pursuant to Section 2.174.7, then such Lender shall use reasonable efforts to designate (iii) is a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Defaulting Lender, such designation (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or assignment (v) is a Non-Consenting Lender referred to in Section 10.1 (any occurrence under the foregoing clauses (i) would eliminate or reduce amounts payable pursuant through (v) being referred to in this Section 2.15 or 2.17, 4.4.1 as the case may be, in the future and (ii) would not subject such a “Defaulting Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agree to pay all reasonable costs and expenses incurred by such Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.15, or if Borrower are required to pay any additional amount to any Lender or any Governmental Authority for the account of such Lender pursuant to Section 2.17, or if the Lender defaults in its obligation to fund Loans hereunderEvent”), then the Administrative Borrower Borrowers may, in their discretion and at its their sole expense expense, within ninety (90) days after the occurrence of the applicable Defaulting Lender Event (and effortif there are multiple Defaulting Lender Events, within ninety (90) days of the first such Defaulting Lender Event to occur), upon notice to such LenderLender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 9.0410.11), all of its interests, rights (other than existing rights to payments pursuant to Section 4.6 or 4.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations; obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that that: (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.11; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and LC DisbursementsParticipation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.9.8) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts) and ); (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 4.6 or payments required to be made pursuant to Section 2.174.7, such assignment will result in a reduction in such compensation or paymentspayments thereafter; (iv) such assignment does not conflict with applicable Law. Such A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower the Borrowers to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a replacement of the Administrative Agent may only be effectuated pursuant to Section 9.10. In connection with the Borrowers’ exercise of their rights under this Section 4.4.2, the Revolving Credit Commitment or Term Loan Commitment (as applicable) of the applicable Defaulting Lender may be provided by one or more of the remaining Lenders (who are not then Defaulting Lenders) or an acceptable new bank(s) or financial institution(s) which shall be approved by the Administrative Agent in its reasonable discretion without unreasonable delay. Each new lender committing to a Revolving Credit Commitment or Term Loan Commitment (as applicable) in connection therewith shall join this Agreement as a Lender by entering into a bank joinder and assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, setting forth the Revolving Credit Commitment or Term Loan Commitment (as applicable) of such new lender, pursuant to which such new lender will become a Lender as of the effective date thereof.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans, Revolving Loans or participations in L/C Advances and Swing Line Loans made hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay (or to cause the applicable Additional Borrower to pay) all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if any Borrower are is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, or if the a Borrower is borrowing any Extended Term Loans or Extended Revolving Commitments and such Lender defaults in its obligation to fund Loans hereunderis not an Extending Lender or any Lender is a Defaulting Lender, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans and participations in L/C Advances and Swing Line Loans hereunder in full on a non-pro rata basis without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) in the case of clause (ii) above, the Borrower shall have received the prior written consent of the Administrative Agent and the applicable L/C Issuer, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Loans and LC Disbursementsparticipations in L/C Advances and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such replaced Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance with Section 10.4 shall not be required to make effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.8, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Requisite Lenders or Requisite Class Lenders, as applicable, shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Term Loans, Revolving Loans and participations in L/C Advances and Swing Line Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.4(b)(ii)(C)) or (ii) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (A) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(a), Section 2.15, Section 2.16 or Section 2.17) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (B) in the case of clause (ii) above, the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseassignment, the circumstances entitling Borrower Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such Non-Consenting Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance with Section 10.4 shall not be required to require effect such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If In the event any Lender (i) gives notice under Section 3.4.1, (ii) requests compensation under Section 2.154.6.1, or if Borrower is required requires the Borrowers to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority Official Body for the account of such any Lender pursuant to Section 2.174.7, then such Lender shall use reasonable efforts to designate (iii) is a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Defaulting Lender, such designation (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or assignment (v) is a Non-Consenting Lender referred to in Section 10.1 (any occurrence under the foregoing clauses (i) would eliminate or reduce amounts payable pursuant through (v) being referred to in this Section 2.15 or 2.17, 4.4.1 as the case may be, in the future and (ii) would not subject such a “Defaulting Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agree to pay all reasonable costs and expenses incurred by such Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.15, or if Borrower are required to pay any additional amount to any Lender or any Governmental Authority for the account of such Lender pursuant to Section 2.17, or if the Lender defaults in its obligation to fund Loans hereunderEvent”), then the Administrative Borrower Borrowers may, in their discretion and at its their sole expense expense, within ninety (90) days after the occurrence of the applicable Defaulting Lender Event (and effortif there are multiple Defaulting Lender Events, within ninety (90) days of the first such Defaulting Lender Event to occur), upon notice to such LenderLender and the Administrative Agent, require such Lender lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 9.0410.11), all of its interests, rights (other than existing rights to payments pursuant to Section 4.6 or 4.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations; obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that that: (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.11; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and LC DisbursementsParticipation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.9.8) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts) and ); (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 4.6 or payments required to be made pursuant to Section 2.174.7, such assignment will result in a reduction in such compensation or paymentspayments thereafter; (iv) such assignment does not conflict with applicable Law. Such A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower the Borrowers to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a replacement of the Administrative Agent may only be effectuated pursuant to Section 9.10. In connection with the Borrowers’ exercise of their rights under this Section 4.4.2, the Revolving Credit Commitment or Term Loan Commitment (as applicable) of the applicable Defaulting Lender may be provided by one or more of the remaining Lenders (who are not then Defaulting Lenders) or an acceptable new bank(s) or financial institution(s) which shall be approved by the Administrative Agent in its reasonable discretion without unreasonable delay. Each new lender committing to a Revolving Credit Commitment or Term Loan Commitment (as applicable) in connection therewith shall join this Agreement as a Lender by entering into a bank joinder and assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, setting forth the Revolving Credit Commitment or Term Loan Commitment (as applicable) of such new lender, pursuant to which such new lender will become a Lender as of the effective date thereof.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans made hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if the Borrower are is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, or if the Lender defaults in its obligation to fund Loans hereunder, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans hereunder in full on a non-pro rata basis without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) in the case of clause (ii) above, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such replaced Lender does not comply with Section 10.4 within [REDACTED – Time Period] after the Borrower’s request, compliance with Section 10.4 shall not be required to make effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.8, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Requisite Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.4(b)(ii)(C)) or (ii) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (A) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(a), Section 2.16 or Section 2.17) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (B) in the case of clause (ii) above, the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseassignment, the circumstances entitling Borrower Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such Non-Consenting Lender does not comply with Section 10.4 within [REDACTED – Time Period] after the Borrower’s request, compliance with Section 10.4 shall not be required to require effect such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.172.17 or the provisions of Section 2.15(b) become applicable, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans made hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as applicable, or would eliminate the case may be, condition set forth in Section 2.15(b) in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay (or to cause the applicable Additional Borrower to pay) all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if any Borrower are is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, or if the provisions of Section 2.15(b) become applicable or a Borrower is borrowing any Extended Term Loans and such Lender defaults in its obligation to fund Loans hereunderis not an Extending Lender or any Lender is a Defaulting Lender, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans hereunder in full on a non-pro rata basis without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) in the case of clause (ii) above, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans and LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such replaced Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance with Section 10.4 shall not be required to make effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has (i) failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.8, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Requisite Lenders or Requisite Class Lenders, as applicable, shall have granted their consent or (ii) becomes an Objecting Lender pursuant to the definition of “Successor Borrower Transaction”, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to either (A) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.4(b)(ii)(C)) or (B) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent (in consultation with the Requisite Lenders); provided that (I) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(a), Section 2.15, Section 2.16 or Section 2.17) being removed or replaced shall be paid in full to such Non- Consenting Lender concurrently with such removal or assignment and (II) in the case of clause (B) above, the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (B) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseassignment, the circumstances entitling Borrower Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such Non-Consenting Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance with Section 10.4 shall not be required to require effect such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If In the event any Lender (i) [reserved], (ii) requests compensation under Section 2.154.6.1, or if requires the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority Official Body for the account of such any Lender pursuant to Section 2.174.7, then such Lender shall use reasonable efforts to designate (iii) is a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Defaulting Lender, such designation (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or assignment (v) is a Non-Consenting Lender referred to in Section 10.1 (any occurrence under the foregoing clauses (i) would eliminate or reduce amounts payable pursuant through (v) being referred to in this Section 2.15 or 2.17, 4.4.2 as the case may be, in the future and (ii) would not subject such a “Defaulting Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agree to pay all reasonable costs and expenses incurred by such Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.15, or if Borrower are required to pay any additional amount to any Lender or any Governmental Authority for the account of such Lender pursuant to Section 2.17, or if the Lender defaults in its obligation to fund Loans hereunderEvent”), then the Administrative Borrower may, in its discretion and at its sole expense expense, within ninety (90) days after the occurrence of the applicable Defaulting Lender Event (and effortif there are multiple Defaulting Lender Events, within ninety (90) days of the first such Defaulting Lender Event to occur), upon written notice to such LenderLender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 9.0410.11), all of its interests, rights (other than existing rights to payments pursuant to Section 4.6 or 4.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations; obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.11; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and ); (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 4.6 or payments required to be made pursuant to Section 2.174.7, such assignment will result in a reduction in such compensation or paymentspayments thereafter; and (iv) such assignment does not conflict with applicable Law. Such A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a replacement of the Administrative Agent may only be effectuated pursuant to Section 9.10. In connection with the Borrower’s exercise of its rights under this Section 4.4.2, the Term Loan Commitment of the applicable Defaulting Lender may be assigned to one or more of the remaining Lenders (who are not then Defaulting Lenders) or an acceptable new bank(s) or financial institution(s) which shall be approved by the Administrative Agent in its reasonable discretion without unreasonable delay. Each new lender that has been assigned a Term Loan Commitment in connection therewith shall join this Agreement as a Lender by providing the Administrative Agent with all requested “know your customer” documentation, to include an Admin Details Form and an IRS Form W-9 or such other applicable IRS Form, and entering into a bank joinder and assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, setting forth the Term Loan Commitment of such new lender, pursuant to which such new lender will become a Lender as of the effective date thereof.

Mitigation Obligations; Replacement of a Lender. (a) If In the event any Lender (i) gives notice under Section 3.4.1, (ii) requests compensation under Section 2.154.6.1, or if Borrower is required requires the Borrowers to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority Official Body for the account of such any Lender pursuant to Section 2.174.7, then such Lender shall use reasonable efforts to designate (iii) is a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Defaulting Lender, such designation (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or assignment (v) is a Non-Consenting Lender referred to in Section 10.1 (any occurrence under the foregoing clauses (i) would eliminate or reduce amounts payable pursuant through (v) being referred to in this Section 2.15 or 2.17, 4.4.1 as the case may be, in the future and (ii) would not subject such a "Defaulting Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agree to pay all reasonable costs and expenses incurred by such Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.15, or if Borrower are required to pay any additional amount to any Lender or any Governmental Authority for the account of such Lender pursuant to Section 2.17, or if the Lender defaults in its obligation to fund Loans hereunderEvent"), then the Administrative Borrower Borrowers may, in their discretion and at its their sole expense expense, within ninety (90) days after the occurrence of the applicable Defaulting Lender Event (and effortif there are multiple Defaulting Lender Events, within ninety (90) days of the first such Defaulting Lender Event to occur), upon notice to such LenderLender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 9.0410.11), all of its interests, rights (other than existing rights to payments pursuant to Section 4.6 or 4.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations; obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that that: (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.11; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and LC DisbursementsParticipation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.9.8) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts) and ); (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 4.6 or payments required to be made pursuant to Section 2.174.7, such assignment will result in a reduction in such compensation or paymentspayments thereafter; (iv) such assignment does not conflict with applicable Law. Such A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower the Borrowers to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a replacement of the Administrative Agent may only be effectuated pursuant to Section 9.10. In connection with the Borrowers' exercise of their rights under this Section 4.4.2, the Revolving Credit Commitment or Term Loan Commitment (as applicable) of the applicable Defaulting Lender may be provided by one or more of the remaining Lenders (who are not then Defaulting Lenders) or an acceptable new bank(s) or financial institution(s) which shall be approved by the Administrative Agent in its reasonable discretion without unreasonable delay. Each new lender committing to a Revolving Credit Commitment or Term Loan Commitment (as applicable) in connection therewith shall join this Agreement as a Lender by entering into a bank joinder and assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, setting forth the Revolving Credit Commitment or Term Loan Commitment (as applicable) of such new lender, pursuant to which such new lender will become a Lender as of the effective date thereof.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or any Governmental Authority for the account of such the Administrative Agent or any Lender pursuant to Section 2.17, then the Administrative Agent or such Lender shall use reasonable efforts to designate mitigate the effects of the event giving rise to such request or payment, including, in the case of a Lender, designating a different lending office for funding or booking its Term Loans, Revolving Loans or participations in L/C Advances and Swing Line Loans made hereunder or to assign assigning its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if the Borrower are is required to pay any additional amount to the Administrative Agent, any Lender or any Governmental Authority for the account of such the Administrative Agent or any Lender pursuant to Section 2.17, or if the Borrower is borrowing any Extended Term Loans or Extended Revolving Commitments and such Lender defaults in its obligation to fund Loans hereunderis not an Extending Lender or any Lender is a Defaulting Lender, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans and participations in L/C Advances and Swing Line Loans hereunder in full without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Loans and LC Disbursementsparticipations in L/C Advances and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (or, in the case of all other amounts) an assignment, from the Borrower or the assignee and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such replaced Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance with Section 10.4 shall not be required to make effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.8, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Requisite Lenders or Requisite Class Lenders, as applicable, shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent), at its sole expense, to either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Term Loans, Revolving Loans and participations in L/C Advances and Swing Line Loans hereunder in full without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.4(b)(ii)(C)) or (ii) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Borrower; provided that (A) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(a), Section 2.15, Section 2.16 or Section 2.17) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (B) in the case of clause (ii) above, the replacement Lender shall purchase the Loans and Commitments of the Non-Consenting Lender by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseassignment, the circumstances entitling Borrower Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such Non-Consenting Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance with Section 10.4 shall not be required to require effect such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or any Governmental Authority for the account of such the Administrative Agent or any Lender pursuant to Section 2.17, then the Administrative Agent or such Lender shall use reasonable efforts to designate mitigate the effects of the event giving rise to such request or payment, including, in the case of a Lender, designating a different lending office for funding or booking its Term Loans, Revolving Loans or participations in L/C Advances and Swing Line Loans made hereunder or to assign assigning its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if the Borrower are is required to pay any additional amount to the Administrative Agent, any Lender or any Governmental Authority for the account of such the Administrative Agent or any Lender pursuant to Section 2.17, or if the Borrower is borrowing any Extended Term Loans or Extended Revolving Commitments and such Lender defaults in its obligation to fund Loans hereunderis not an Extending Lender or any Lender is a Defaulting Lender, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans and participations in L/C Advances and Swing Line Loans hereunder in full without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Loans and LC Disbursementsparticipations in L/C Advances and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (or, in the case of all other amounts) an assignment, from the Borrower or the assignee and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4 (with the processing and recordation fee set forth therein to be paid by the Borrower or the replacement Lender); provided that if such replaced Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance by such replaced Lender with Section 10.4 shall not be required to make effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.8, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Requisite Lenders or Requisite Class Lenders, as applicable, shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent), at its sole expense, to either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Term Loans, Revolving Loans and participations in L/C Advances and Swing Line Loans hereunder in full without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.4(b)(ii)(C)) or (ii) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Borrower; provided that (A) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(a), Section 2.15, Section 2.16 or Section 2.17) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (B) in the case of clause (ii) above, the replacement Lender shall purchase the Loans and Commitments of the Non-Consenting Lender by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment assignment, the Borrower, the Administrative Agent, such Non-Consenting Lender and delegation ifthe replacement Lender shall otherwise comply with Section 10.4 (with the processing and recordation fee set forth therein to be paid by the Borrower or the replacement Lender); provided that if such Non-Consenting Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, prior thereto, as a result of a waiver compliance by such Non-Consenting Lender or otherwise, the circumstances entitling Borrower with Section 10.4 shall not be required to require effect such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if the Borrower is required to pay any additional amount to the Administrative Agent, any Lender or any Governmental Authority for the account of such the Administrative Agent or any Lender pursuant to Section 2.17, then the Administrative Agent or such Lender shall use reasonable efforts to designate mitigate the effects of the event giving rise to such request or payment, including, in the case of a Lender, designating a different lending office for funding or booking its Term Loans made hereunder or to assign assigning its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if the Borrower are is required to pay any additional amount to the Administrative Agent, any Lender or any Governmental Authority for the account of such the Administrative Agent or any Lender pursuant to Section 2.17, or if the Lender defaults in its obligation to fund Loans hereunder, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Term Loans hereunder in full without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and LC DisbursementsTerm Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (or, in the case of all other amounts) an assignment, from the Borrower or the assignee and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4 (with the processing and recordation fee set forth therein to be paid by the Borrower or the replacement Lender); provided that if such replaced Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance by such replaced Lender with Section 10.4 shall not be required to make any effect such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans, Revolving Loans or participations in L/C Advances and Swing Line Loans made hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if the Borrower are is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, or if the Borrower is borrowing any Extended Term Loans or Extended Revolving Commitments and such Lender defaults in its obligation to fund Loans hereunderis not an Extending Lender or any Lender is a Defaulting Lender, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans and participations in L/C Advances and Swing Line Loans hereunder in full on a non-pro rata basis without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) in the case of clause (ii) above, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Loans and LC Disbursementsparticipations in L/C Advances and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such replaced Lender does not comply with Section 10.4 [REDACTED – Time Period] after the Borrower’s request, compliance with Section 10.4 shall not be required to make effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.8, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Requisite Lenders or Requisite Class Lenders, as applicable, shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Term Loans, Revolving Loans and participations in L/C Advances and Swing Line Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.4(b)(ii)(C)) or (ii) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (A) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(a), Section 2.15, Section 2.16 or Section 2.17) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (B) in the case of clause (ii) above, the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseassignment, the circumstances entitling Borrower Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such Non-Consenting Lender does not comply with Section 10.4 [REDACTED – Time Period] after the Borrower’s request, compliance with Section 10.4 shall not be required to require effect such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans, Revolving Loans or participations in L/C Advances and Swing Line Loans made hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay (or to cause the applicable Additional Borrower to pay) all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if any Borrower are is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, or if the a Borrower is borrowing any Extended Term Loans or Extended Revolving Commitments and such Lender defaults in its obligation to fund Loans hereunderis not an Extending Lender or any Lender is a Defaulting Lender, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans and participations in L/C Advances and Swing Line Loans hereunder in full on a non-pro rata basis without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) in the case of clause (ii) above, the Borrower shall have received the prior written consent of the Administrative Agent and the applicable L/C Issuer, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, Revolving Loans and LC Disbursementsparticipations in L/C Advances and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such replaced Lender does not comply with Section 10.4 within [REDACTED – Time Period] after the Borrower’s request, compliance with Section 10.4 shall not be required to make effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.8, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Requisite Lenders or Requisite Class Lenders, as applicable, shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Term Loans, Revolving Loans and participations in L/C Advances and Swing Line Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.4(b)(ii)(C)) or (ii) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (A) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(a), Section 2.15, Section 2.16 or Section 2.17) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (B) in the case of clause (ii) above, the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseassignment, the circumstances entitling Borrower Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.4; provided that if such Non-Consenting Lender does not comply with Section 10.4 within [REDACTED – Time Period] after the Borrower’s request, compliance with Section 10.4 shall not be required to require effect such assignment and delegation cease to applyassignment.

Mitigation Obligations; Replacement of a Lender. (a) If any Lender requests compensation under Section 2.152.16, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans made hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.16 or 2.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any respect. The Borrower hereby agree agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by such any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.16, or if the Borrower are is required to pay any additional amount to any Lender or any Governmental Authority for the account of such any Lender pursuant to Section 2.17, or if the Lender defaults in its obligation to fund Loans hereunder, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender, ’s outstanding Loans hereunder in full on a non-pro rata basis without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligationsobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) in the case of clause (ii) above, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Such No action by or consent of the replaced Lender shall not be required to make any necessary in connection with such assignment removal or assignment, in the case of clause (ii) above, which shall be immediately and delegation if, prior thereto, as a result automatically effective upon payment of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.purchase