Common use of Mitigation Obligations; Replacement of Lenders Clause in Contracts

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient requests compensation under Section 3.2, or if the Company is required to pay any additional amount to any Recipient or any Governmental Authority for the account of any Recipient pursuant to Section 3.4, then such Recipient 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 Recipient, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 or 3.4, as the case may be, in the future and (ii) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b). (b) If any Lender (i) shall become affected by any of the changes or events described in Section 3.2 or 3.4 and the Company is required to pay additional amounts or make indemnity payments with respect to the Lender thereunder, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 reasonable judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) any Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Loan Party is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 affiliatesAffiliates, if, in the reasonable judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may beapplicable, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender in any material respect. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by requests compensation under Section 2.15, or if any of the changes or events described in Section 3.2 or 3.4 and the Company Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with respect to the Lender thereunderSection 2.19(a), (ii) or is a Defaulting Lender, or (iii) has failed then such Loan Party may, at its sole expense and effort, upon notice to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable require such Lender to assign and delegate, without recourse (in accordance with and subject to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shallrestrictions contained in Section 9.04, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment); provided that (i) such Loan Party shall have received the prior written consent of the Administrative Agent, Loans and Commitments hereunder; providedwhich consent shall not unreasonably be withheld or delayed, that the Departing (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company such Loan Party (in the case of all other amounts). Upon , (iii) in the case of any such assignment by any Lender 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 and (iv) such assignment does not conflict with applicable law. Nothing in this Section 3.5 becoming effective, the Replacement Lender 2.19 shall thereupon be deemed to be prejudice any rights that any Loan Party may have against any Lender that is a “Defaulting Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding If any Departing Lender (such Lender’s failure , a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or refusal termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its rights, obligations, Loans and Commitments under this Section 3.5hereunder to one or more Eligible Assignees, provided that: (i) all Obligations of the Departing Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (ii) the replacement Lender shall cease purchase the foregoing by paying to be such Non-Consenting Lender a “Lender” for all purposes of this Agreement price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the Replacement replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of otherwise comply with Section 3.5 without any further action of the Departing Lender9.04.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company either Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) either Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender is a Defaulting Lender or (iv) any Lender is a Non-Consenting Lender under Section 2.21, then the Company may, at its sole expense and effort, upon notice to such Lender and the U.S. Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Company shall have received the prior written consent of the U.S. Administrative Agent (and if a Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayed, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company applicable Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company is required to pay any Indemnified Taxes or additional amount amounts to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 Sections 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes requests compensation under Section 2.15, or events described in Section 3.2 or 3.4 and if the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided, that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including amounts due under Section 2.16), from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.28.03, or if the Company is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.48.04, then such Recipient shall use reasonable efforts to Lender will designate a different lending office Applicable 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 8.03 or 3.4Section 8.04, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes requests compensation under Section 8.03, or events described in Section 3.2 or 3.4 and if the Company is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Section 8.04, or if any Lender thereunder, (ii) is becomes a Defaulting LenderLender or an Affected Lender or invokes Section 8.02, or (iii) has failed if any Lender shall refuse to consent to a proposed amendment, any waiver, discharge amendment or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the modification that would otherwise require such Lender’s consent of all Lenders or all affected Lenders and with respect but to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”)consented, then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to such Lender and the Administrative Agent Agent, require such Lender to assign and such Departing Lender delegate, without recourse (or such shorter notice period specified by in accordance with and subject to the Administrative Agentrestrictions contained in Section 9.06), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement (other than its existing rights under Sections 8.03 and 8.04) to an assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment); provided that (i) in the case of any such assignment to a Person that is not a Lender, Loans and Commitments hereunder; providedthe Company shall have received the prior written consent of the Agent, that the Departing which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Company (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and (iii) in the case of any such Departing Lender shall thereupon cease to be assignment resulting from a “Lender” claim for all purposes of this Agreement and shall have no further rights compensation under Section 8.03 or obligations hereunder (other than pursuant to Section 3.2 8.04, such assignment will result in a reduction in such compensation or 3.4 and Section 10.6)payment. (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.4Section 2.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunder, (ii) is a Defaulting LenderSection 2.17, or (iii) has failed to consent to any Lender becomes a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Defaulting Lender”), then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.05), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, Loans and Commitments hereunder; providedwhich consent shall not unreasonably be withheld or delayed, that the Departing (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents (including any amounts under Section 2.16), from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon , (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments, (iv) the Company shall have paid to the Administrative Agent the assignment fee (if any) specified by Section 9.05(b), and Section 10.6). (cv) Notwithstanding such assignment does not conflict with applicable laws. A Lender shall not be required to make any Departing Lender’s failure such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.23.07, or if the Company is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.43.09, then such Recipient 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 reasonable judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 3.07 or 3.43.09, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable reasonable, documented, out-of-pocket costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes requests compensation under Section 3.07, or events described in Section 3.2 or 3.4 and if the Company is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to Section 3.09, or if any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate (and, subject to the last two sentences of this Section, such Lender thereunderagrees to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 10.05), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent or consents, as applicable, shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender resulting from a claim for compensation under Section 3.07 or payments required to be made pursuant to Section 3.09, such assignment will result in a reduction in such compensation or payments. A Lender (other than a Defaulting 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 the Company to require such assignment and delegation cease to apply. Nothing in this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be prejudice any right that the Company or any Lender that is not a “Lender” for all purposes of this Agreement (unless such Replacement Defaulting Lender was, itself, may have against any Lender that is a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Defaulting Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.23.04, or if the Company Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Recipient Lender, the L/C Issuer or any Governmental Authority for the account of any Recipient Lender or the L/C Issuer, pursuant to Section 3.43.01, then or if any Lender gives a notice pursuant to Section 3.02, then, at the request of Borrower, such Recipient shall Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different lending office 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 RecipientLender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.43.04, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Recipient Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender or the L/C Issuer, as the case may be. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender or the L/C Issuer in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of requests compensation under Section 3.04, or if the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts or make indemnity payments with respect to the any Lender thereunder, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date Governmental Authority for the remittance thereof shall be agreed upon by the Company and the Departing Lender) account of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Replacement Borrower may replace such Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to in accordance with Section 3.2 or 3.4 and Section 10.6)10.13. (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company is required to pay any Indemnified Taxes or additional amount amounts to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 Sections 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes requests compensation under Section 2.15, or events described in Section 3.2 or 3.4 and if the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided, that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including amounts due under Section 2.16), from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts)) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Replacement Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to and be a “Lender” for all purposes bound by the terms thereof; provided that, following the effectiveness of this Agreement (unless any such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5assignment, the Departing Lender shall cease other parties to be a “such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes of this Agreement and the Replacement Lender , provided that any such documents shall be substituted therefor upon payment without recourse to the Departing Lender or warranty by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderparties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the applicable Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Borrower shall have received the prior written consent of such Administrative Agent, which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunder, (ii) is a Defaulting LenderSection 2.17, or (iii) has failed any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, Loans and Commitments hereunder; providedwhich consent shall not unreasonably be withheld, that the Departing (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including amounts payable pursuant to Section 2.16(c)), from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.18, or if the Company any Loan Party is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.20, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.18 or 3.42.20, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Each Loan Party hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including assignment; the $3,500 fee contemplated by Section 13.1(b)mere existence of such costs and expenses shall not be deemed to be disadvantageous to such Lender. (b) If any Lender (i) shall become affected by requests compensation under Section 2.18, or if any of the changes or events described in Section 3.2 or 3.4 and the Company Loan Party is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.20, or if any Lender becomes a Defaulting Lender, then the applicable Loan Party may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee shall be identified to such Lender thereunderby the applicable Loan Party and may be another Lender, if a Lender accepts such assignment); provided that (i) such Loan Party shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Bank and the Swingline Lender), (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company such Loan Party (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.18 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.20, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling such Loan Party to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of requests compensation under Section 2.15, or if the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes Defaulting Lender, or if any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with respect the percentage in such definition being deemed to be 50% for this purpose) has been obtained), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 8.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts)) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment could reasonably be expected to result in a reduction in such compensation or payments. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to an be a “Lender” for all purposes bound by the terms thereof; provided that, following the effectiveness of this Agreement (unless any such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5assignment, the Departing Lender shall cease other parties to be a “such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes of this Agreement and the Replacement Lender ; provided that any such documents shall be substituted therefor upon payment without recourse to the Departing Lender or warranty by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderparties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company is Borrowers are required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 Sections 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender requests compensation 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 2.17, or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, 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 (other than its existing rights to payment pursuant to Section 2.15 or Section 2.17) and obligations under this Agreement to an assignee specified by the Borrowers that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall become affected by any have received the prior written consent of the changes or events described in Section 3.2 or 3.4 Administrative Agent and the Company is required Issuing Bank to pay additional amounts or make indemnity payments any proposed assignee (other than with respect to the Lender thereunderany Lender), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements, Swingline Loans, Protective Advances and Overadvances accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrowers (in the case of all other amounts). Upon , (iii) any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) processing and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than recordation fee owing pursuant to Section 3.2 9.04(b)(ii) in connection with such assignment shall be paid by the Borrowers, (iv) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or 3.4 payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, and Section 10.6). (cv) Notwithstanding such assignment does not conflict with applicable law. A Lender shall not be required to make any Departing Lender’s failure such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrowers to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.14, if any amount becomes payable by any Borrower under paragraph 3 of Exhibit F, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.16, then such Recipient Lender shall use reasonable efforts to file any certificate or document requested by the Company (consistent with legal and regulatory restrictions), 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 RecipientLender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.14, paragraph 3 of Exhibit F or 3.4Section 2.16, as the case may be, in the future and (ii) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.14, (ii) any Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 2.16, (iiiii) the Company determines that the Additional Cost Rate (as defined in Exhibit F) for any Lender is higher than the majority of the other Lenders by an amount that the Company deems material, (iv) any Lender is a Defaulting Lender, or (iiiv) has failed to any Lender does not consent to a any proposed amendment, waiversupplement, discharge modification, consent or termination which pursuant to the terms waiver of Section 8.2 any provision of this Agreement or any other provision of any Loan Document that requires the consent of all each of the Lenders or all each of the Lenders affected Lenders and with respect to which thereby (so long as the consent of the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”has been obtained), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 8.4, it being agreed the assigning Lender shall be deemed to have consented to an Assignment and Assumption and shall not be required to execute an Assignment and Assumption), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, obligationsif such Lender accepts such assignment); provided that (A) the Company shall have received the prior written consent of the Administrative Agent, Loans which consent shall not unreasonably be withheld and Commitments hereunder; providedshall not be required in connection with an assignment to another Lender, that the Departing (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company each applicable Borrower (in the case of all other amounts). Upon , (C) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.14 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.16, such assignment will result in a reduction in such compensation or 3.4 payments, (D) in the case of an assignment pursuant to clause (iv) above, no Default or Event of Default shall have occurred and Section 10.6). be continuing and (cE) Notwithstanding any Departing Lender’s failure or refusal the Administrative Agent shall have received from the Company a processing and recordation fee of $3,500 with respect to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease each such assignment to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Person which is not then a Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.14, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.16, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.14 or 3.42.16, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.14, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.16, (iii) any Lender becomes a Defaulting Lender hereunder, (iv) any Lender has elected not to extend its Commitment Termination Date and Maturity Date in response to an Extension Request pursuant to Section 2.04 or (v) any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment), or (y) only in the case of clause (iii) above, terminate as a whole, or reduce in part, the Commitment of such Lender; provided, that (I) in the case of any such assignment and delegation pursuant to clause (x) above, (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Banks), which consent shall, in each case, not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this and delegation resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.14 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.16, such assignment and delegation will be made to a Lender reasonably expected to result in a reduction in the compensation or 3.4 payments to be paid by the Borrower pursuant to such sections and (II) in the case of any termination or reduction pursuant to clause (y) above, subject to Section 10.62.20(b). , (ci) Notwithstanding the Borrower shall have notified such Defaulting Lender and the Administrative Agent of such termination or reduction (including the amount thereof), (ii) at the time thereof, no Default or Event of Default shall have occurred and be continuing and (iii) after giving effect thereto, including the adjustment to the Applicable Percentage of each Lender resulting therefrom, and to any Departing Lender’s failure or refusal to assign its rights, obligations, concurrent prepayment of the Loans and Commitments under this in accordance with Section 3.52.10, the Departing Revolving Credit Exposure of any Lender (excluding any portion thereof attributable to the Revolving Loans of such Defaulting Lender) shall not exceed the Commitment of such Defaulting Lender. A Lender shall not be required to make any such assignment and delegation under clause (x) above 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 be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender, LC Issuer or the Administrative Agent requests compensation under Section 3.22.06, or if the Company each Account Party is required to pay any additional amount to any Recipient Lender, LC Issuer or the Administrative Agent or any Governmental Authority for the account of any Recipient Lender, LC Issuer or the Administrative Agent pursuant to Section 3.42.06 or Section 2.12, then such Recipient Lender, LC Issuer or the Administrative Agent shall use reasonable efforts to designate a different lending office for issuing or funding or booking its Loans Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such RecipientLender, LC Issuer or the Administrative Agent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.06 or 3.42.12, as the case may be, in the future and (ii) would not subject such Recipient Lender, LC Issuer or the Administrative Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender, LC Issuer or the Administrative Agent. The Company Each Account Party hereby jointly and severally agrees to pay all reasonable costs and expenses incurred by any Recipient Lender, LC Issuer or the Administrative Agent in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b).assignment. 4849-0866-3397v948 #4849-0866-3397v1 (b) If any Lender (i) shall become affected by a Defaulting Lender or requests compensation under Section 2.06, or if any of the changes or events described in Section 3.2 or 3.4 and the Company Account Party is required to pay any additional amounts amount to any Lender or make indemnity payments with respect to LC Issuer or any Governmental Authority for the account of any Lender thereunder, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which LC Issuer pursuant to Section 2.06 or Section 2.12, then, in each case, the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders Company, at its sole expense and with respect to which the Required Lenders effort, shall have granted their consent (any the right, if no Default or Event of Default then exists, to replace such Lender being hereinafter referred to as a or LC Issuer (the “Departing Replaced Lender”), then in such casewith one or more Person or Persons (collectively, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender “Replacement Lender”) reasonably acceptable to the Administrative Agent at which time the Replaced Lender shall assign and delegate, without recourse (a “Replacement Lender”) to which such Departing Lender shall, in accordance with and subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of restrictions contained in Section 10.04), all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement to the Replacement Lender; provided that (i) at the time of any replacement pursuant to this Section 2.14, obligations, Loans the Replacement Lender and Commitments hereunder; provided, that the Departing Replaced Lender shall have received payment enter into one or more Assignment and Assumptions pursuant to Section 10.04(b) (and with all fees payable pursuant to said Section 10.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the outstanding principal sum of its Loans(A) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, accrued together with all then unpaid interest thereonwith respect thereto at such time and (B) an amount equal to all accrued, accrued but theretofore unpaid, fees and owing to the Replaced Lender pursuant to Section 2.11; (ii) all other amounts payable obligations of each Account Party under the Credit Documents owing to it hereunder, from the Replacement Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to the extent of such outstanding principal and accrued interest and feesReplaced Lender concurrently with such replacement; (iii) or the Company (in the case of all other amounts). Upon any no assignment by any Lender pursuant to this Section 3.5 becoming effective2.14 shall be effective until all of the then outstanding Several Letters of Credit are returned by each respective beneficiary to the Issuing Agent for cancellation in exchange for new or amended Several Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries do not consent to such assignment, such assignment cannot occur); (iv) the Company shall have received the prior written consent of the Administrative Agent and each Fronting Lender, which consents shall not be unreasonably withheld or delayed; (v) such assignment will result in a reduction in such compensation or payments; and (vi) no Lender shall be required to become a Replaced Lender if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and the return, and cancellation and exchange of each then outstanding Several Letter of Credit as provided above, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, become a Lender prior thereto) hereunder and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Replaced Lender shall cease to be constitute a “Lender hereunder, except with respect to indemnification provisions applicable to the Replaced Lender under this Agreement, which shall survive as to such Replaced Lender” for all purposes . For the avoidance of this Agreement and the Replacement doubt, no Replaced Lender shall be substituted therefor upon payment required to the Departing Lender by the Replacement Lender of all amounts set forth execute, sign or deliver any document or assignment in paragraph (b) of order to be replaced in accordance with this Section 3.5 without any further action of the Departing Lender2.14.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.13, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.15, then such Recipient Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.13 or 3.42.15, as the case may beapplicable, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of requests compensation under Section 2.13, or if the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with respect paragraph (a) of this Section 2.17, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Lender thereunderAdministrative 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 on a non-pro rata basis without premium or penalty or (ii) is a Defaulting 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 (other than existing rights to payments pursuant to Section 2.13 or Section 2.15) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, or if a Lender accepts such assignment); provided that (iiiA) has failed to consent to a proposed amendmentin the case of clause (ii) above, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires Borrower shall have received the prior written consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent which consent shall not unreasonably be withheld and (a “Replacement Lender”B) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.13 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.14, such assignment will result in a reduction in such compensation or 3.4 payments. 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 10.6)9.04; provided that if such replaced Lender does not comply with Section 9.04 within three Business Days after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment. (c) Notwithstanding If any Departing 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 9.08, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Required 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 failure outstanding Term Loans hereunder in full on a non-pro rata basis without premium or refusal penalty (including with respect to assign the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) or (ii) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its rights, obligations, Term 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 this Section 3.52.08(b), Section 2.13, Section 2.14 or Section 2.15) 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 Departing replacement Lender shall cease purchase the foregoing by paying to be such Non-Consenting Lender a “Lender” for all purposes price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of this Agreement and the Replacement Non-Consenting Lender shall be substituted therefor 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 Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided that if such Non-Consenting Lender does not comply with Section 9.04 within three Business Days after the Borrower’s request, compliance with Section 9.04 shall not be required to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lendereffect such assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15 (other than paragraph (a) of such Section), or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender requests compensation under Section 2.15 (iother than paragraph (a) shall become affected by any of such Section), or if the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Bank), which consent shall not unrea sonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.14, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.16, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.14 or 3.42.16, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.14, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 2.16, (iiiii) any Lender is a Defaulting Lender, or (iiiiv) has failed any Lender fails to consent to a proposed amendmentapprove any consent, waiver, discharge amendment or termination waiver (including an amendment which pursuant to extends the terms of Section 8.2 or any other provision of any Loan Document then current Maturity Date) which requires the consent of each affected Lender or all Lenders (or all affected any other class or group of Lenders other than Majority Lenders) and with respect such consent, amendment or waiver has been approved by the Majority Lenders, then the Borrower may, at its sole expense and effort, upon notice to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender reasonably acceptable to Lender accepts such assignment); provided that (1) the Borrower shall have received the prior written consent of the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4and, if anya Commitment is being assigned, assign all the Issuing Banks) which consent shall not unreasonably be withheld, (but not less than all2) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (3) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.14 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.16, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 affiliatesAffiliates, if, in the judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that, (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts)) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to and be a “Lender” for all purposes bound by the terms thereof; provided that, following the effectiveness of this Agreement (unless any such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5assignment, the Departing Lender shall cease other parties to be a “such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes of this Agreement and the Replacement Lender , provided that, any such documents shall be substituted therefor upon payment without recourse to the Departing Lender or warranty by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderparties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.26.10, or if the Company any Borrower is required to pay any additional amount Additional Amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.46.12, then such Recipient Lender shall use reasonable efforts to file any certificate or document requested by the applicable Borrower (consistent with legal and regulatory restrictions), 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 RecipientLender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 6.10 or 3.46.12, as the case may be, in the future and (ii) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 6.10, (ii) any Borrower is required to pay additional amounts any Additional Amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 6.12, (iiiii) is any Lender becomes a Defaulting Lender, or (iiiiv) has failed any Lender becomes a Declining Lender, (v) any Lender refuses to consent to a proposed any amendment, waiver, discharge waiver or termination which pursuant to other modification of this Agreement requested by the terms of Section 8.2 or any other provision of any Loan Document Company that requires the consent of all a greater percentage of the Lenders or all affected Lenders and with respect to which than the Required Lenders shall have granted their consent and such amendment, waiver or other modification is consented to by the Required Lenders or (vi) any such Lender being hereinafter referred provides notice of the type described in the proviso to as a “Departing Lender”)the first sentence of Section 2.04, then then, in such each case, the Company may, upon at least five Business Days’ notice to such Lender and the Administrative Agent and such Departing Lender (or such shorter notice period specified by the applicable Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.04), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement (other than any outstanding Competitive Loans held by it and any and all rights and interests related thereto) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment and, Loans and Commitments hereunderin the case of clause (v) above, provides its consent to such requested amendment, waiver, or other modification of this Agreement); providedprovided that (1) the Company shall have received the prior written consent of the Administrative Agents which consent shall not unreasonably be withheld or delayed, that the Departing (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts under Section 6.11), from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company applicable Borrower (in the case of all other amounts). Upon , (3) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 6.10 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 6.12, such assignment will result in a reduction in such compensation or 3.4 payments and Section 10.6). (c4) Notwithstanding in the case of any Departing such assignment resulting from a Lender being a Declining Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender assignee shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment have agreed to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapplicable Revolving Maturity Date Extension Request.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation any payments under Section 3.22.15, if it becomes illegal for any Lender to continue to fund or make any LIBOR Loan and such Lender notifies the Borrower pursuant to Section 2.10, or if the Company Borrower is required to pay Indemnified Taxes or any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such RecipientLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)and delegation. (ba) If any Lender (i) shall become affected by any of Lender requests any payments under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 2.17, (ii) is a Defaulting Lender, or (iii) has failed it becomes illegal for any Lender to consent continue to a proposed amendment, waiver, discharge fund or termination which make any LIBOR Loan and such Lender notifies the Borrower pursuant to Section 2.10 or (iv) any Lender becomes a Non‑Consenting Lender, then the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders Borrower may, at its sole expense and with respect effort, upon notice to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04, with the Borrower or the replacement Lender paying any applicable processing or recordation fees), designate all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender reasonably acceptable to Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent (a “Replacement Lender”which consent shall not unreasonably be withheld), (B) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts), (C) in the case of any such assignment and delegation 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 and (D) in the case of any such assignment and delegation resulting from the status of such Lender as a Non‑Consenting Lender, such assignment, together with any assignments by other Non‑Consenting Lenders, will enable the Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee and that the Lender shall thereupon be deemed required to make such assignment and delegation need not be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior party thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.23.09, or if the Company Borrower is required to pay any additional amount Additional Amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.43.11, then such Recipient Lender shall use reasonable efforts to file any certificate or document requested by the Borrower (consistent with legal and regulatory restrictions), 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 affiliatesAffiliates, if, in the judgment of such RecipientLender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 3.09 or 3.43.11, as the case may be, in the future and (ii) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 3.09, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay additional amounts any Additional Amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 3.11, (iiiii) is any Lender becomes a Defaulting Lender, or (iiiiv) has failed any Lender refuses to consent to a proposed any amendment, waiver, discharge waiver or termination which pursuant to the terms other modification of Section 8.2 this Agreement or any other provision of any Loan Document requested by the Borrower that requires the consent of all a greater percentage of the Lenders or all affected Lenders and with respect to which than the Required Lenders shall have granted their consent (any and such Lender being hereinafter referred amendment, waiver or other modification is consented to as a “Departing Lender”)by the Required Lenders, then then, in such each case, the Company Borrower may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement (other than its existing rights to payment pursuant to Sections 3.09 and 3.11) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that: (1) the Borrower shall have received the prior written consent of the Administrative Agent and which consent shall not unreasonably be withheld, delayed or conditioned, (2) such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding including any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.under

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender or the Issuing Bank requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Recipient Lender, the Issuing Bank or any Governmental Authority for the account of any Recipient Lender or the Issuing Bank pursuant to Section 3.42.17, then such Recipient Lender or the Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or issuing Letters of Credit or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such RecipientLender or the Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender or the Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender or the Issuing Bank. The Company Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Section 2.17 or (iii) any Lender thereunder, (ii) is becomes a Defaulting Lender, or (iii) if any Lender fails to approve any waiver or amendment to this Agreement which has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which been approved by the Required Lenders shall have granted their consent (any Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions and consents contained in Section 9.04), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, obligations, Loans and Commitments hereunderif a Lender accepts such assignment); provided, provided that the Departing (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company 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. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to and be a “Lender” for all purposes bound by the terms thereof; provided that, following the effectiveness of this Agreement (unless any such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5assignment, the Departing Lender shall cease other parties to be a “such assignment agree to execute and deliver such customary documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes of this Agreement and the Replacement Lender , provided that any such documents shall be substituted therefor upon payment without recourse to the Departing Lender or warranty by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderparties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.25.10, or if the Company any Borrower is required to pay any additional amount Additional Amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.45.12, then such Recipient Lender shall use reasonable efforts to file any certificate or document requested by the applicable Borrower (consistent with legal and regulatory restrictions), 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 RecipientLender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 5.10 or 3.45.12, as the case may be, in the future and (ii) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 5.10, (ii) any Borrower is required to pay additional amounts any Additional Amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 5.12, (iiiii) is any Lender becomes a Defaulting Lender, or (iiiiv) has failed any Lender becomes a Declining Lender, (v) any Lender refuses to consent to a proposed any amendment, waiver, discharge waiver or termination which pursuant to other modification of this Agreement requested by the terms of Section 8.2 or any other provision of any Loan Document Company that requires the consent of all a greater percentage of the Lenders or all affected Lenders and with respect to which than the Required Lenders shall have granted their consent and such amendment, waiver or other modification is consented to by the Required Lenders or (vi) any such Lender being hereinafter referred provides notice of the type described in the proviso to as a “Departing Lender”)the first sentence of Section 2.04, then then, in such each case, the Company may, upon at least five Business Days’ notice to such Lender and the Administrative Agent and such Departing Lender (or such shorter notice period specified by the applicable Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement (other than any outstanding Competitive Loans held by it and any and all rights and interests related thereto) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment and, Loans and Commitments hereunderin the case of clause (v) above, provides its consent to such requested amendment, waiver, or other modification of this Agreement); providedprovided that (1) the Company shall have received the prior written consent of the General Administrative Agent which consent shall not unreasonably be withheld or delayed, that the Departing (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts under Section 5.11), from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company applicable Borrower (in the case of all other amounts). Upon , (3) in the case of any such assignment by any Lender resulting from a claim for compensation under Section 5.10 or payments required to be made pursuant to this Section 3.5 becoming effective5.12, the Replacement such Lender shall thereupon be deemed has declined or is unable to be designate a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior theretodifferent lending office in accordance with Section 5.14(a) and such Departing assignment will result in a reduction in such compensation or payments and (4) in the case of any such assignment resulting from a Lender shall thereupon cease to be being a “Declining Lender” for all purposes of this Agreement and , the assignee shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment agreed to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapplicable Revolving Maturity Date Extension Request.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.13, or if the Company is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.15, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.13 or 3.42.15, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(bassignment. IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.13, OR IF THE COMPANY IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.15, OR IF ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS HEREUNDER, THEN THE COMPANY MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER AND THE ADMINISTRATIVE AGENT, 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 (bOTHER THAN ANY OUTSTANDING COMPETITIVE LOANS HELD BY IT) If any Lender TO AN ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (i) shall become affected by any of the changes or events described in Section 3.2 or 3.4 and the Company is required to pay additional amounts or make indemnity payments with respect to the Lender thereunderTHE COMPANY SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD, (ii) is a Defaulting LenderSUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS (OTHER THAN COMPETITIVE LOANS), or 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 COMPANY (IN THE CASE OF ALL OTHER AMOUNTS) AND (iii) has failed to consent to a proposed amendmentIN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.13 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.15, waiverSUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS. A LENDER SHALL NOT BE REQUIRED TO MAKE ANY SUCH ASSIGNMENT AND DELEGATION IF, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”)PRIOR THERETO, then in such caseAS A RESULT OF A WAIVER BY SUCH LENDER OR OTHERWISE, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6)THE CIRCUMSTANCES ENTITLING THE COMPANY TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY. (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.13(f) or Section 2.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.13(f), 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) any Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.13(f) or Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.13(f) or 3.4 Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by requests compensation under Section 2.15, or if any of the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation any payments under Section 3.22.15, if it becomes illegal for any Lender to continue to fund or make any SOFR Loan and such Lender notifies the Borrower pursuant to Section 2.04, or if the Company Borrower is required to pay Indemnified Taxes or any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such RecipientLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)and delegation. (b) If any Lender (i) shall become affected by any of Lender requests any payments under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 2.17, (iiiii) is any Lender becomes a Defaulting Lender, (iv) any Lender becomes a Declining Lender, (v) it becomes illegal for any Lender to continue to fund or make any SOFR Loan and such Lender notifies the Borrower pursuant to Section 2.04 or (iiivi) has failed any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to consent such Lender and the Administrative Agent, require such Lender to a proposed amendmentassign and delegate, waiver, discharge or termination which pursuant without recourse (in accordance with and subject to the terms of restrictions contained in Section 8.2 10.04, with the Borrower or the replacement Lender paying any other provision of any Loan Document requires applicable processing or recordation fees), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender each Issuing Bank (or such shorter notice period specified by the Administrative Agentwhich consent shall not unreasonably be withheld), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”B) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts), (C) in the case of any such assignment and delegation 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, (D) in the case of any such assignment and delegation resulting from the status of such Lender as a Declining Lender, the assignee shall have agreed to the applicable Revolving Maturity Date Extension Request and (E) in the case of any such assignment and delegation resulting from the status of such Lender as a Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee and that the Lender shall thereupon be deemed required to make such assignment and delegation need not be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior party thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Non-Extending Lender pursuant to Section 2.22 or a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under the Financing Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts)) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph or Section 3.5 becoming effective9.02(e) may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to and be a “Lender” for all purposes bound by the terms thereof; provided that, following the effectiveness of this Agreement (unless any such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5assignment, the Departing Lender shall cease other parties to be a “such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes of this Agreement and the Replacement Lender ; provided that any such documents shall be substituted therefor upon payment without recourse to the Departing Lender or warranty by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderparties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of requests compensation under Section 2.15, or if the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes Defaulting Lender, or if any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with respect the percentage in such definition being deemed to be 50% for this purpose) has been obtained), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 8.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks and Swingline Lenders), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts)) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment could reasonably be expected to result in a reduction in such compensation or payments. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to an be a “Lender” for all purposes bound by the terms thereof; provided that, following the effectiveness of this Agreement (unless any such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5assignment, the Departing Lender shall cease other parties to be a “such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes of this Agreement and the Replacement Lender ; provided that any such documents shall be substituted therefor upon payment without recourse to the Departing Lender or warranty by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderparties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17 or any event gives rise to the operation of Section 2.23, then such Recipient Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such RecipientLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect to any Governmental Authority for the account of any Lender thereunder, (ii) is a Defaulting Lender, pursuant to Section 2.17 or (iii) has failed any Lender is a Disqualified Lender or Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to consent such Lender and the Administrative Agent, require such Lender to a proposed amendmentassign and delegate, waiver, discharge or termination which pursuant without recourse (in accordance with and subject to the terms of restrictions contained in Section 8.2 or any 9.04), all its interests, rights and obligations under this Agreement and the other provision of any Loan Document requires Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and such Departing Lender (or such shorter notice period specified by the Administrative Agentif a Revolving Commitment is being assigned and delegated, each Issuing Bank and Swingline Lender), designate a replacement lender reasonably acceptable to the Administrative Agent which consents, in each case, shall not unreasonably be withheld or delayed, (a “Replacement Lender”B) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder, hereunder from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts, including amounts payable pursuant to Section 2.11(k)) (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) 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 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. Upon A 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 (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee and that the Lender shall thereupon be deemed required to make such assignment need not be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior party thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender (or its Affiliate) requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Recipient Lender (or its Affiliate) or any Governmental Authority for the account of any Recipient Lender (or its Affiliate) pursuant to Section 3.42.17, then such Recipient Lender (or its Affiliate) 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 RecipientLender (or its Affiliate), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 Sections 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender (or its Affiliate) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender (or its Affiliate). The Company Subject to Article XI, the Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Recipient Lender (or its Affiliate) in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If (i) any Lender (ior its Affiliate) shall become affected by requests compensation under Section 2.15, or (ii) if any of the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender (or make indemnity payments with respect its Affiliate) or any Governmental Authority for the account of any Lender (or its Affiliate) pursuant to the Section 2.17, or (iii) if any Lender thereunder, (ii) is becomes a Defaulting Lender, or (iiiiv) any Lender has failed refused to consent to a any proposed amendment, modification, waiver, discharge termination or termination which pursuant consent with respect to the terms of Section 8.2 or any other provision of this Agreement or any Loan Document that, pursuant to Section 9.02, requires the consent of all Lenders or all each Lender affected Lenders thereby and with respect to which Lenders constituting the Required Lenders shall have granted consented to such proposed amendment, modification, waiver, termination or consent, then the Borrowers may, at their consent (any sole expense and effort, upon notice to such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender reasonably acceptable to Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (a “Replacement and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender”), which consent shall not unreasonably be withheld, (ii) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed Borrowers’ rights with respect to Defending Lenders under Section 2.20 hereof, such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrowers (in the case of all other amounts). Upon , (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments, and Section 10.6). (civ) Notwithstanding in the case of any Departing such assignment resulting from a Lender’s failure or refusal to assign its rightsconsent to a proposed amendment, obligationsmodification, Loans and Commitments under this Section 3.5waiver , termination or consent, the Departing assignee shall approve the proposed amendment, modification, waiver, termination or consent. A 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 the Borrowers to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any Indemnified Taxes or additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17 (other than amounts in respect of Other Taxes or VAT), then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If (i) any Lender (i) shall become affected by or any of the changes or events described in its Participants) requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender (or make indemnity payments with respect any of its Participants) or any Governmental Authority for the account of any Lender (or any of its Participants) pursuant to the Lender thereunderSection 2.17, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 any Lender (A) or any Lender Parent has become the subject of a Bail-In Action (or any case or other provision proceeding in which a Bail-In Action may occur), (B) is an EEA Financial Institution that is rated lower than BBB- by S&P and lower than Baa3 by Xxxxx’x, (C) is or becomes a Defaulting Lender or a Disqualified Institution, (D) is not a Dutch Non-Public Lender or (E) rejects the designation of any Loan Document requires the consent an Agreed Currency or of all Lenders a Subsidiary as an Eligible Subsidiary if, in each case, such Agreed Currency or all affected Lenders and with respect to which designation of a Subsidiary as an Eligible Subsidiary has otherwise been approved by the Required Lenders Lenders, (iv) any Lender shall have granted their consent (determine that any law, regulation or treaty or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for such Lender being hereinafter referred to make or maintain any Eurocurrency Loans as contemplated by this Agreement or (v) any Lender shall enter into, or purport to enter into, any assignment or participation with a “Departing Lender”)Disqualified Institution in violation of this Agreement, then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender Lender accepts such assignment); provided that (A) such Lender is reasonably acceptable to the Administrative Agent and (a “Replacement Lender”B) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon any Each party hereto agrees that (1) an assignment by any Lender required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Replacement Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (2) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to and be a “bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes , which assignment shall be without recourse to or warranty by the parties thereto. Notwithstanding any other provision of this Agreement to the contrary, if a Lender has become the subject of a Bail-In Action (unless such Replacement Lender was, itselfor any case or other proceeding in which a Bail-In Action may occur) (each, a “Bail-In Lender”), then the Company may terminate such Bail-In Lender’s Commitment hereunder; provided that (I) no Default or Event of Default shall have occurred and be continuing at the time of such Commitment termination, (II) in the case of a Bail-In Lender, the Company shall concurrently terminate the Commitment of each other Lender prior theretothat is a Bail-In Lender at such time, (III) the Administrative Agent and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the adequacy of the liquidity of the Company and its Subsidiaries) and (IV) such Departing Bail-In Lender shall thereupon cease have been paid all amounts then due to be a “Lender” for all purposes of it under this Agreement and shall have no further rights or obligations hereunder each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments another Lender that has a Commitment that concurrently is being terminated under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender2.19(b))).

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.14, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.16, then such Recipient 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 affiliatesAffiliates, if, in the judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.14 or 3.4Section 2.16, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Such Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes requests compensation under Section 2.14, or events described in Section 3.2 or 3.4 and the Company if either Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Section 2.16, or if any Lender thereunder, (ii) is becomes a Defaulting Lender, or any Lender becomes a “Nonconsenting Lender” (iii) has failed hereinafter defined), then such Borrower may, at its sole expense and effort, upon notice to consent such Lender and the Administrative Agent, require such Lender to a proposed amendmentassign and delegate, waiver, discharge or termination which pursuant without recourse (in accordance with and subject to the terms of restrictions contained in Section 8.2 or any other provision of any Loan Document requires 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) if a Commitment is being assigned, such Borrower shall have received the consent of all Lenders or all affected Lenders and with respect to each Issuing Bank, which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”)consent, then in such each case, the Company mayshall not unreasonably be withheld or delayed, upon at least five Business Days’ notice to the Administrative Agent and (ii) such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company such Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.14 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.16, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling such Borrower to require such assignment and delegation cease to apply. In the event that (x) such Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto and (y) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Nonconsenting Lender” for all purposes ”. Any such replacement shall not be deemed a waiver of this Agreement and any rights that such Borrower shall have against the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing replaced Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then then: (a) such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Lender (and the Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(bassignment).; and (b) If the Company may, at its sole expense and effort, require such Lender or any Lender that defaults in its obligation to fund Loans hereunder (herein, a "Departing Lender"), upon notice to the Departing Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall become affected by any have received the prior written consent of the changes or events described in Section 3.2 or 3.4 and the Company is required to pay additional amounts or make indemnity payments with respect to the Lender thereunderAdministrative Agent, which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to this Section 3.5 becoming effective2.17, the Replacement Lender shall thereupon be deemed to be such assignment will result in a “Lender” for all purposes of this Agreement (unless reduction in such Replacement Lender was, itself, a Lender prior thereto) and such compensation or payments. A Departing Lender shall thereupon 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 the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6)apply. (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.13, or if the Company is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.15, then such Recipient Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates or take other reasonable measures if, in the reasonable judgment of such RecipientLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.13 or 3.42.15, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender in any manner that it in good xxxxx xxxxx material. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)and delegation. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and 2.13, (ii) the Company is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 2.15, (iiiii) any Lender is a Defaulting Lender, (iv) any Lender is an Affected Lender or (iiiv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of that under Section 8.2 or any other provision of any Loan Document 9.02 requires the consent of all the Lenders (or all the affected Lenders Lenders) and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”)consent, then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate a replacement lender reasonably acceptable all its interests, rights (other than its existing rights to the Administrative Agent (a “Replacement Lender”payments pursuant to Sections 2.13 or 2.15) and obligations under this Agreement to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon an Eligible Assignee selected by the Company and the Departing that shall assume such obligations (which may be another Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all a Lender accepts such assignment and delegation); provided that (but not less than allA) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts), (B) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments and (C) in the case of any such assignment resulting from the failure to provide a consent, the assignee shall have given such consent and as a result of such assignment and any contemporaneous assignments and consents, the applicable amendment, waiver, discharge or termination can be effected. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by any such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Replacement Administrative Agent and the assignee and that the Lender shall thereupon be deemed required to make such assignment need not be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior party thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) any Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender is a Declining Lender under Section 2.25, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17 or any event gives rise to the operation of Section 2.23, then such Recipient Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such RecipientLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect to any Governmental Authority for the account of any Lender thereunder, (ii) is a Defaulting Lender, pursuant to Section 2.17 or (iii) has failed any Lender is a Disqualified Lender or Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to consent such Lender and the Administrative Agent, require such Lender to a proposed amendmentassign and delegate, waiver, discharge or termination which pursuant without recourse (in accordance with and subject to the terms of restrictions contained in Section 8.2 or any 9.04), all its interests, rights and obligations under this Agreement and the other provision of any Loan Document requires Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and such Departing Lender (or such shorter notice period specified by the Administrative Agentif a Revolving Commitment is being assigned and delegated, each Issuing Bank and Swingline Lender), designate a replacement lender reasonably acceptable to the Administrative Agent which consents, in each case, shall not unreasonably be withheld or delayed, (a “Replacement Lender”B) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder, hereunder from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts), including amounts payable pursuant to Section 2.24, (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) 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 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. Upon A 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 (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee and that the Lender shall thereupon be deemed required to make such assignment need not be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior party thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender is a Defaulting Lender or (iv) any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon , (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments and Section 10.6)(iv) in the case of any replacement of a Non-Consenting Lender, such replacement shall be sufficient (together with all other consenting Lenders and other Non-Consenting Lenders being so replaced) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents. A 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 the Borrower to require such assignment and delegation cease to apply. (c) Notwithstanding In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a waiver of any Departing Lender’s failure provisions of the Loan Documents or refusal to assign its rightsagree to any amendment or other modification thereto, obligations(ii) the waiver, Loans amendment or modification in question requires the agreement of all affected Lenders or all the Lenders and Commitments under this Section 3.5(iii) the Required Lenders have agreed to such waiver, the Departing amendment or modification, then any Lender who does not agree to such waiver, amendment or modification shall cease to be deemed a “Non-Consenting Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender”.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.23.06, or if the Company each Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.43.12 or Section 3.06, then such Recipient Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans Unpaid Drawings hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 Sections 3.06 or 3.43.12, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Each Specified Obligor hereby jointly and severally agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (ix) shall become affected by any of the changes requests compensation under Section 3.06, or events described in Section 3.2 or 3.4 and the Company if each Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunder, Section 3.06 or Section 3.12 or (iiy) is becomes a Defaulting Lender, or (iii) has failed to consent to a proposed amendmentthen, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such each case, the Company mayCompany, upon at least five Business Days’ notice its sole expense and effort, shall have the right, if no Default or Event of Default then exists, to the Administrative Agent and replace such Departing Lender (or such shorter notice period specified by the Administrative Agent"Replaced Lender"), designate with one or more Person or Persons, none of whom shall be a Defaulting Lender at the time of such replacement lender (collectively, the "Replacement Lender") reasonably acceptable to the Administrative Agent at which time the Replaced Lender shall assign and delegate, without recourse (a “Replacement Lender”) to which such Departing Lender shall, in accordance with and subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of restrictions contained in Section 11.04), all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement to the Replacement Lender; provided that (i) at the time of any replacement pursuant to this Section 3.14, obligations, Loans the Replacement Lender and Commitments hereunder; provided, that the Departing Replaced Lender shall have received payment enter into one or more Assignment and Assumptions pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Unpaid Drawings of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansamount of, accrued interest thereon, accrued fees and all other amounts payable accrued but unpaid interest on, all outstanding Unpaid Drawings of the Replaced Lender, (B) an amount equal to it hereunderall Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, from together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replacement Replaced Lender pursuant to Section 3.11; (ii) all obligations of each Borrower under the Credit Documents owing to the Replaced Lender (to other than those specifically described in clause (i) above in respect of which the extent of such outstanding principal and accrued interest and feesassignment purchase price has been, or is concurrently being, paid); (iv) or the Company (in the case of all other amounts)any such assignment resulting from payments required to be made pursuant to Section 3.12, such assignment will result in a reduction in such compensation or payments; and (v) no Lender shall be required to become a Replaced Lender if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Upon any assignment the execution of the respective Assignment and Assumption, and, if so requested by any the Replacement Lender, delivery to the Replacement Lender pursuant to this Section 3.5 becoming effectiveof the appropriate note or notes executed by the Company, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, become a Lender prior thereto) hereunder and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Replaced Lender shall cease to be constitute a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment hereunder, except with respect to indemnification provisions applicable to the Departing Replaced Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing under this Agreement, which shall survive as to such Replaced Lender.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Recipient Lender requests compensation under Section 3.25.1., or if (ii) the Company is Borrowers are required to pay any additional amount to any Recipient Lender, the Agent or any Governmental Authority for the account of any Recipient Lender or the Agent pursuant to Section 3.43.13.(a) (provided that this clause (ii) shall not be applicable if the Borrowers are required to pay any additional amount to the Requisite Lenders pursuant to Section 3.13.(a)), (iii) any Lender is a Non-Consenting Lender, (iv) any Lender shall have given notice under Section 5.1.(b) or Section 5.3. of its inability to make or maintain as such any LIBOR Loan (provided that this clause (iv) shall not be applicable if the Requisite Lenders have given such notice) or (v) any Lender becomes a Defaulting Lender (any such Defaulting Lender and any Lender referred to in (i) through (iv) above being herein referred to as an “Affected Lender”), then the MG Borrower may, by giving written notice thereof to the Agent, such Recipient shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to Affected Lender and the other Lenders, demand that such Affected Lender assign its Commitment and all of its other interests, rights and obligations hereunder under this Agreement and the other Loan Documents to another an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b), in consideration of the applicable payments provided for in subsection (b) below, and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its officesother interests, branches rights and obligations under this Agreement and the other Loan Documents to such Eligible Assignee. Upon any such assignment, the Affected Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or affiliatesunder the Loan Documents to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption Agreement, and shall pay to the Agent an assignment fee as provided in Section 13.5.(b)(iv). Notwithstanding the foregoing, an Affected Lender shall not be required to make any such assignment if, in prior thereto, as a result of a waiver by such Lender or otherwise, the judgment circumstance entitling the MG Borrower to require such assignment and delegation cease to apply. In the case of any such Recipient, such designation assignment resulting from a claim for compensation under Section 5.1. or assignment (i) would eliminate or reduce amounts payable payments required to be made pursuant to Section 3.2 or 3.4, as the case may be, in the future and (ii3.13.(a) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise it shall be disadvantageous a condition to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient assignment that such assignment will result in connection with any a reduction in such designation compensation or assignment including the $3,500 fee contemplated by Section 13.1(b)payments. (b) If any Lender In the case of an Affected Lender, the sum required to be paid upon assignment of its Commitment shall be (i) shall become affected by any of the changes or events described in Section 3.2 or 3.4 and the Company is required to pay additional amounts or make indemnity payments with respect to the Lender thereunder, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount purchase price equal to the outstanding principal of its Loans, accrued interest thereon, thereon and all accrued fees owing to such Affected Lender, all of which shall be paid by the Assignee, and (ii) all other amounts payable by the Borrowers to it hereundersuch Affected Lender hereunder (including amounts, from the Replacement Lender (to the extent of such outstanding principal and accrued interest and feesif any, payable under Section 3.13.(a) or the Company (in the case Section 5.1), all of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender which shall be substituted therefor upon payment to the Departing Lender paid by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing LenderBorrowers.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.12, or if the Company is Borrowers are required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.14, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.12 or 3.42.14, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company is required to pay additional amounts or make indemnity payments with respect to the Lender thereunder2.12, (ii) 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 2.14, (iii) any Lender defaults in its obligation to fund Loans hereunder, (iv) any Lender refuses to approve any proposed amendment, modification, supplement, extension, termination, consent or waiver with respect to any Loan Document which requires the approval of all Lenders under Section 9.2 and which has been approved by the Required Lenders, or (v) any Lender is a Defaulting Lender or a Downgraded Lender, or (iii) has failed then in any such case the Borrowers may, at their sole expense and effort, upon notice to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred and the Administrative Agent, require such Lender to as a “Departing Lender”assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), then in all its interests, rights and obligations under this Agreement to an Assignee that shall assume such caseobligations (which Assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Company may, upon at least five Business Days’ notice Assignee shall be reasonably satisfactory to the Administrative Agent and if the Assignee is not another Lender, (B) such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Obligations and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrowers (in the case of all other amounts). Upon ) and (C) in the case of any such assignment by any Lender resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to this Section 3.5 becoming effective2.14, such assignment will result in a reduction in such compensation or payments. A 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 Replacement circumstances entitling the Borrowers to require such assignment and delegation cease to apply and the Borrowers have not already arranged in writing for one or more replacement Lenders and any each such potential replacement Lender shall thereupon be deemed has not yet agreed in writing to be a “Lender” for all purposes of this Agreement (unless such Replacement replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have with no further rights or obligations hereunder (conditions other than pursuant to Section 3.2 or 3.4 the execution and Section 10.6)delivery of an Assignment and Acceptance. (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 affiliatesAffiliates, if, in the good-faith judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If (i) any Lender (i) shall become affected by or any of its Participants) requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender (or make indemnity payments with respect any of its Participants) or any Governmental Authority for the account of any Lender (or any of its Participants) pursuant to the Lender thereunderSection 2.17, (iiiii) is any Lender becomes a Defaulting Lender, a Disqualified Institution or a Designated Person or invokes Section 2.27, (iiiiv) has failed to consent to any Revolving Lender shall reject a proposed amendmentrequested additional Alternative Currency, waiver, discharge (v) the credit (or termination which pursuant to the terms similar) rating of Section 8.2 any Revolving Lender (or any Lender Parent thereof) by one or more of S&P or Xxxxx’x or any other provision of nationally recognized statistical rating organization shall at any Loan Document requires time be lower than BBB/Baa2 (or the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”equivalent), then (vi) any Revolving Lender (or any Lender Parent thereof) shall at any time have no credit (or similar) rating in such case, the Company may, upon effect by at least five Business Days’ notice one such organization, (vii) as to any Lender, any Lender or its Lender Parent has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), (viii) any Lender that is a Swingline Lender or an L/C Issuer shall (A) resign in its capacity as such, (B) fail to promptly approve the assignment of a Revolving Commitment that the Administrative Agent and such Departing has approved as contemplated by clause (x) of the proviso below or (C) fail to promptly approve an Additional Lender that the Administrative Agent has approved in the case of any Incremental Facilities as contemplated by Section 2.20 or (ix) any Lender is an Ineligible Institution at the time it becomes a Lender or any Lender assigns or participates (or purports to assign or participate) all or any portion of its Loans and/or Commitments to an Ineligible Institution or a Disqualified Institution in violation of Section 9.04 without the written consent of the Borrower, then the Borrower may, at its sole expense and effort, upon notice to such shorter notice period specified by Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender reasonably acceptable Lender accepts such assignment); provided that (x) to the extent such consent would be required pursuant to Section 9.04(b), the Borrower shall have received the prior written consent of the Administrative Agent (and if a “Replacement Lender”) to which such Departing Lender shallRevolving Commitment is being assigned, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company L/C Issuers and the Departing LenderSwingline Lenders), which consent shall not unreasonably be withheld, delayed or conditioned, and (y) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon any Each party hereto agrees that (a) an assignment by any Lender required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to and be a “Lender” for all purposes bound by the terms thereof; provided that, following the effectiveness of this Agreement (unless any such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5assignment, the Departing Lender shall cease other parties to be a “such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes of this Agreement and the Replacement Lender ; provided that any such documents shall be substituted therefor upon payment without recourse to the Departing Lender or warranty by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderparties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company either Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient ay Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) either Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 2.17, (ii) is a Defaulting Lender, or (iii) any Lender becomes a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiverwaiver or other modification, or a discharge or termination which pursuant to the terms of that, in each case, under Section 8.2 or any other provision of any Loan Document 10.02 requires the consent of all Lenders or all affected the Lenders and with respect to which the Required Lenders (or, in circumstances where Section 10.02 does not require the consent of the Required Lenders, a majority in interest of the affected Lenders) shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”)consent, then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.05), designate all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender reasonably acceptable Lender accepts such assignment); provided, that except in the case of an assignment to an existing Lender (i) the Company shall have received the prior written consent of the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4and, if anya Commitment is being assigned, assign all the Issuing Banks and Swingline Lender), which consent shall not be unreasonably withheld, (but not less than allii) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.13, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.15, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.13 or 3.42.15, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.13, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunder, (ii) is a Defaulting LenderSection 2.15, or (iii) has failed any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, Loans and Commitments hereunder; providedwhich consent shall not be unreasonably withheld, that the Departing (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon , and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.13 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.15, such assignment will result in a material reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) any Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 2.17, (ii) is a Defaulting Lender, or (iii) has failed to consent to any Lender becomes a proposed amendmentDefaulting Lender or rejects the designation of a Foreign Subsidiary as an Eligible Foreign Subsidiary or (iv) any Lender shall determine that any law, waiverregulation or treaty or directive, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires change therein or in the consent of all Lenders interpretation or all affected Lenders and with respect to which the Required Lenders application thereof, shall have granted their consent (any make it unlawful for such Lender being hereinafter referred to make or maintain any Eurocurrency Loans as a “Departing Lender”)contemplated by this Agreement, then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender Lender accepts such assignment); provided that (i) such Lender is reasonably acceptable to the Administrative Agent and (a “Replacement Lender”ii) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.13, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.15, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 or 3.4, as the case may be, in the future and (ii) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b).amounts (b) If any Lender (i) shall become affected by any of requests compensation under Section 2.13, or if the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.13 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.15, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.06, or if the Company each Account Party is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.06 or Section 2.12, then such Recipient Lender shall use reasonable efforts to designate a different lending office for issuing or funding its Letters of Credit and funding or booking of 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.06 or 3.42.12, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Each Account Party hereby jointly and severally agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by a Defaulting Lender or requests compensation under Section 2.06, or if any of the changes or events described in Section 3.2 or 3.4 and the Company Account Party is required to pay any additional amounts amount to any Lender or make indemnity payments with respect to any Governmental Authority for the account of any Lender thereunder, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to Section 2.06 or Section 2.12, then, in each case, the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders Company, at its sole expense and with respect to which the Required Lenders effort, shall have granted their consent (any the right, if no Default or Event of Default then exists, to replace such Lender being hereinafter referred to as a (the “Departing Replaced Lender”), then in such casewith one or more Person or Persons (collectively, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender “Replacement Lender”) reasonably acceptable to the Administrative Agent at which time the Replaced Lender shall assign and delegate, without recourse (a “Replacement Lender”) to which such Departing Lender shall, in accordance with and subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of restrictions contained in Section 10.04), all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement to the Replacement Lender; provided that (i) at the time of any replacement pursuant to this Section 2.14, obligations, Loans the Replacement Lender and Commitments hereunder; provided, that the Departing Replaced Lender shall have received payment enter into one or more Assignment and Assumptions pursuant to Section 10.04(b) (and with all fees payable pursuant to said Section 10.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to (i) all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (ii) the principal amount of, and all accrued but unpaid interest on, all outstanding principal Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.11; (ii) all obligations of each Account Party under this Agreement owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), including all amounts owing to the Replaced Lender under Section 2.25 as a result of the assignment of its LoansLoans under clause (i) above, accrued interest thereon, accrued fees and all other amounts payable shall be paid in full to it hereunder, from the Replacement such Replaced Lender concurrently with such replacement; (to the extent of such outstanding principal and accrued interest and feesiii) or the Company (in the case of all other amounts). Upon any no assignment by any Lender pursuant to this Section 3.5 becoming effective2.14 shall be effective until all of the then outstanding Several Letters of Credit are returned by each respective beneficiary to the Issuing Agent for cancellation in exchange for new or amended Several Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries do not consent to such assignment, such assignment cannot occur); (iv) the Company shall have received the prior written consent of the Administrative Agent and each Fronting Lender, which consents shall not be unreasonably withheld or delayed; (v) such assignment will result in a reduction in such compensation or payments; and (vi) no Lender shall be required to become a Replaced Lender if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and the return, and cancellation and exchange of each then outstanding Several Letter of Credit as provided above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate promissory note or notes executed by the Company, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, become a Lender prior thereto) hereunder and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Replaced Lender shall cease to be constitute a “Lender hereunder, except with respect to indemnification provisions applicable to the Replaced Lender under this Agreement, which shall survive as to such Replaced Lender” for all purposes . For the avoidance of this Agreement and the Replacement doubt, no Replaced Lender shall be substituted therefor upon payment required to the Departing Lender by the Replacement Lender of all amounts set forth execute, sign or deliver any document or assignment in paragraph (b) of order to be replaced in accordance with this Section 3.5 without any further action of the Departing Lender2.14.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such RecipientLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.16, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)and delegation. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) any Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender shall deliver a notice of illegality to the Company pursuant to Section 2.20, (iv) any Lender thereunderbecomes a Declining Lender or (v) any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights (other than its existing rights to payment pursuant to Section 2.15 or 2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and, if its consent would be required under Section 10.04, each Issuing Bank and each Swingline Lender), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts)) and (iii) in the case of any such assignment and delegation 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, and in the case of any such assignment and delegation in respect of a Declining Lender, the assignee shall have consented (and hereby is deemed to have consented) to the extension of the Maturity Date specified in the applicable Maturity Extension Request. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Acceptance executed by the Company, the Replacement Administrative Agent and the assignee and that the Lender shall thereupon be deemed required to make such assignment and delegation need not be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior party thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if either of the Company Borrowers is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company US Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (ba) If any Lender (i) shall become affected by any requests compensation under Section 2.15, or if either of the changes or events described in Section 3.2 or 3.4 and the Company Borrowers is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the US Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrowers (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrowers to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.14, or if the Company is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.16, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.14 or 3.42.16, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of the changes requests compensation under Section 2.14, or events described in Section 3.2 or 3.4 and if the Company is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.05), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Banks and Swingline Lender), which consent shall not be unreasonably withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.14 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.16, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.13(e) or Section 2.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.13(e), 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If (i) any Lender (i) shall become affected by or any of the changes or events described in its Participants) requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) any Borrower is required to pay any additional amounts amount to any Lender (or make indemnity payments with respect any of its Participants) or any Governmental Authority for the account of any Lender (or any of its Participants) pursuant to the Lender thereunderSection 2.13(e) or Section 2.17, (iiiii) any Lender (w) has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), (x) is or becomes a Defaulting Lender, a Disqualified Institution, a Swiss Non-Qualifying Lender (but only if such cessation will otherwise cause a breach of the Swiss Ten Non-Bank Rule or the Swiss Twenty Non-Bank Rule) or a Dutch Non-Public Lender or (iiiy) rejects the designation of an Agreed Currency or of a Foreign Subsidiary as an Eligible Subsidiary if, in each case, such Agreed Currency or designation of a Foreign Subsidiary as an Eligible Subsidiary has failed to consent to a proposed amendmentotherwise been approved by the Required Lenders, waiver(iv) any Lender shall determine that any law, discharge regulation or termination which pursuant to the terms of Section 8.2 treaty or directive, or any other provision of any Loan Document requires change therein or in the consent of all Lenders interpretation or all affected Lenders and with respect to which the Required Lenders application thereof, shall have granted their consent (any make it unlawful for such Lender being hereinafter referred to make or maintain any Eurocurrency Loans as contemplated by this Agreement or (v) any Lender shall enter into, or purport to enter into, any assignment or participation with a “Departing Lender”)Disqualified Institution in violation of this Agreement, then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender Lender accepts such assignment); provided that (i) such Lender is reasonably acceptable to the Administrative Agent and (a “Replacement Lender”ii) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Recipient Lender requests compensation under Section 3.22.15, or if the Company (ii) any Loan Party is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17 or (iii) any event gives rise to the operation of Section 2.23, then such Recipient the applicable Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the reasonable judgment of such RecipientLender, such designation or assignment and delegation (ix) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.4Section 2.17 or mitigate the applicability of Section 2.23, as the case may be, in the future be and (iiy) would not subject such Recipient Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect to, such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of the changes Lender requests compensation under Section 2.15 or events described in gives notice under Section 3.2 or 3.4 and the Company 2.23, (ii) any Loan Party is required to pay any additional amounts amount to any Lender or make indemnity payments with respect to any Governmental Authority for the account of any Lender thereunder, pursuant to Section 2.17 or (iiiii) is any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) terminate the applicable Commitments of such Lender, and repay all Loan Document Obligations of the Borrowers owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date under one or more Credit Facilities as the Borrowers may elect or (iiiy) has failed require such Lender to consent assign and delegate (and such Lender shall be obligated to a proposed amendmentassign and delegate), waiver, discharge or termination which pursuant without recourse (in accordance with and subject to the terms of restrictions contained in Section 8.2 or any 9.04), all its interests, rights and obligations under this Agreement and the other provision of any Loan Document requires Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrowers shall have received the prior written consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and such Departing Lender (or such shorter notice period specified by each Issuing Bank and the Administrative AgentSwingline Lender), designate a replacement lender reasonably acceptable to the Administrative Agent which consents, in each case, shall not unreasonably be withheld or delayed, (a “Replacement Lender”B) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and unreimbursed participations in Swingline Loans and LC Disbursements, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder, hereunder from the Replacement Lender assignee or the Borrowers, (C) the Borrowers or such assignee shall have paid (unless waived) to the extent of such outstanding principal Administrative Agent the processing and accrued interest recordation fee specified in Section 9.04(b)(ii) and fees(D) or the Company (in the case of all other amounts). Upon any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A 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 (including as a result of any action taken by such Lender under clause (a) above), the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. No action or consent by the applicable Lender shall otherwise be required in connection with any assignment referred to above, which assignment shall be immediate and automatically effective upon the satisfaction of the foregoing conditions. Each Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Lender’s attorney-in-fact, with full authority in the place and stead of such Lender and in the name of such Lender, from time to time in the Administrative Agent’s discretion, with prior written notice to such Lender, to take any action and to execute any such assignment or other instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Section 10.62.19(b). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 Sections 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of requests compensation under Section 2.15, or if the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then, so long as no Event of Default has occurred and is continuing, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, fewer than the Required Lenders have claimed such compensation or 3.4 payment and Section 10.6). (c) Notwithstanding such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any Departing Lender’s failure such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes apply and such Lender confirms that is it not then aware of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lendersimilar circumstances.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.2SECTION 2.14., or if the Company is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.4SECTION 2.16., then such Recipient Lender shall use reasonable efforts to file any certificate or document reasonably requested by the Company (consistent with legal and regulatory restrictions), 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 RecipientLender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 SECTION 2.14. or 3.4SECTION 2.16., as the case may be, in the future and (ii) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of the changes requests compensation under SECTION 2.14., or events described in Section 3.2 or 3.4 and if the Company is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the SECTION 2.16., or if any Lender thereunder, (ii) is becomes a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in SECTION 8.4.), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent and which consent shall not unreasonably be withheld, (ii) such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts)) and (iii) in the case of any such assignment resulting from a claim for compensation under SECTION 2.14. Upon any assignment by any Lender or payments required to be made pursuant to this Section 3.5 becoming effectiveSECTION 2.16., the Replacement Lender shall thereupon be deemed to be such assignment will result in a “Lender” for all purposes of this Agreement (unless reduction in such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights compensation or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6)payments. (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient Lender shall use reasonable efforts to designate a different lending office 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) any Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender is a Declining Lender under Section 2.25, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Company to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company any Borrower is required to pay any Indemnified Taxes or additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17 (other than amounts in respect of Other Taxes or VAT), then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If (i) any Lender (i) shall become affected by or any of the changes or events described in its Participants) requests compensation under Section 3.2 or 3.4 and the Company 2.15, (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender (or make indemnity payments with respect any of its Participants) or any Governmental Authority for the account of any Lender (or any of its Participants) pursuant to the Lender thereunderSection 2.17, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 any Lender (A) or any Lender Parent has become the subject of a Bail-In Action (or any case or other provision proceeding in which a Bail-In Action may occur), (B) is an EEA Financial Institution that is rated lower than BBB- by S&P and lower than Baa3 by Xxxxx’x, (C) is or becomes a Defaulting Lender or a Disqualified Institution, (D) is not a Dutch Non-Public Lender or (E) rejects the designation of any Loan Document requires the consent an Agreed Currency or of all Lenders a Subsidiary as an Eligible Subsidiary if, in each case, such Agreed Currency or all affected Lenders and with respect to which designation of a Subsidiary as an Eligible Subsidiary has otherwise been approved by the Required Lenders Lenders, (iv) any Lender shall have granted their consent (determine that any law, regulation or treaty or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for such Lender being hereinafter referred to make or maintain any Eurocurrency Loans as contemplated by this Agreement or (v) any Lender shall enter into, or purport to enter into, any assignment or participation with a “Departing Lender”)Disqualified Institution in violation of this Agreement, then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender Lender accepts such assignment); provided that (iA) such Lender is reasonably acceptable to the Administrative Agent and (a “Replacement Lender”iiB) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon any Each party hereto agrees that (1) an assignment by any Lender required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Replacement Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (2) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to and be a “bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes , provided that any such documentswhich assignment shall be without recourse to or warranty by the parties thereto. Notwithstanding any other provision of this Agreement to the contrary, if a Lender has become the subject of a Bail-In Action (unless such Replacement Lender was, itselfor any case or other proceeding in which a Bail-In Action may occur) (each, a “Bail-In Lender”), then the Company may terminate such Bail-In Lender’s Commitment hereunder,; provided that (AI) no Default or #9168213v14 68 Event of Default shall have occurred and be continuing at the time of such Commitment termination, (BII) in the case of a Bail-In Lender, the Company shall concurrently terminate the Commitment of each other Lender prior theretothat is a Bail-In Lender at such time, (CIII) the Administrative Agent and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the adequacy of the liquidity of the Company and its Subsidiaries) and (DIV) such Departing Bail-In Lender shall thereupon cease have been paid all amounts then due to be a “Lender” for all purposes of it under this Agreement and shall have no further rights or obligations hereunder each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments another Lender that has a Commitment that concurrently is being terminated under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender2.19(b))).

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with respect and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender thereunderaccepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts)) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Lender shall thereupon be deemed Administrative Agent and the assignee (or, to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender wasthe extent applicable, itself, a Lender prior thereto) an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement parties are participants), and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be 47

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.14, or if the Company any Borrower is required to pay any Indemnified Taxes or additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.16, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.14 or 3.42.16, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by requests compensation under Section 2.14, or if any of the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Section 2.16, or if any Lender thereunder, (ii) is becomes a Defaulting Lender, or (iii) if any Lender fails to approve any waiver or amendment to this Agreement which has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which been approved by the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”)Lenders, then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), designate all its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 and 2.16) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a replacement lender reasonably acceptable to Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a “Replacement Lender”Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (ii) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.14 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.16, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling such Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.12, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.44.02, then such Recipient Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.12 or 3.44.02, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.12, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 4.02, (ii) is a Defaulting Lender, or (iii) has failed any Lender becomes a Defaulting Lender or (iv) any Lender fails to provide its consent to a proposed amendmentRedomestication under the laws of a jurisdiction (other than the State of Delaware or another State of the United States or the United Kingdom, waiver, discharge The Kingdom of the Netherlands or termination which pursuant to another member country of the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”European Union), then in such case, the Company Borrower may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.05), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment); provided that (1) if such assignee is not already a Lender hereunder, Loans and Commitments hereunder; providedthe Borrower shall have received the prior written consent of the Administrative Agent, that the Departing which consent shall not be unreasonably withheld, conditioned or delayed, (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (3) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.12 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 4.02, such assignment shall result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement apply and the Replacement such Lender shall be substituted therefor upon payment neither received nor continued to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without claim any further action of the Departing Lendersuch compensation or payment.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.14, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.16, then such Recipient 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 reasonable judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.14 or 3.4Section 2.16, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.14, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 2.16, (iiiii) is any Lender defaults in its obligation to fund Loans hereunder, (iv) any Lender has been declared insolvent or a Defaulting Lenderreceiver or conservator has been appointed for a material portion of its assets, business or properties, (v) any Lender gives notice pursuant to Section 2.19, or (iiivi) has failed any Lender shall decline to consent to a proposed amendment, waiver, discharge modification or termination which pursuant to waiver of the terms of Section 8.2 this Agreement or any other provision of any Loan Document requires requested by the consent of all Lenders or all affected Lenders Borrower, then the Borrower may, at its sole expense and with respect effort, upon notice to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement to an assignee permitted by Section 9.04 that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of each Issuing Bank, Loans and Commitments hereunder; providedif a Commitment is being assigned, that the Departing which consent shall not unreasonably be withheld, conditioned or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (C) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.14 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.16, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.23.1, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.43.6, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 Sections 3.1 or 3.43.6, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of requests compensation under Section 3.1, or if the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 3.6, (ii) is or becomes a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender being hereinafter referred to as and the Agent, require such Lender (a “Departing Replaced Lender”) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.1), then in such caseall its interests, the Company may, upon at least five Business Days’ notice rights and obligations under this Agreement to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent an assignee (a “Replacement Lender”) to that shall assume such obligations (which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall assignee may be agreed upon by the Company and the Departing another Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if anya Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Agent (and if a Commitment is being assigned, assign all the LC Issuers), which consent shall not unreasonably be withheld, (but not less than allii) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing such Replaced Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Facility LC Disbursements and SwinglineSwing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement assigneeReplacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 3.1 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 3.6, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6)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. (c) Notwithstanding any Departing Departingsuch Replaced Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.53.7, the Departing DepartingReplaced Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing DepartingReplaced Lender by the Replacement Lender of all amounts set forth in paragraph (b) of this Section 3.5 3.7 without any further action of the Departing DepartingReplaced Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.2, or if requires the Company is required Borrowers to pay any Indemnified Taxes or additional amount amounts to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.43.1, then such Recipient Lender shall (at the request of Group) use reasonable efforts to designate a different lending office 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 or 3.43.1, as the case may be, in the future future, and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrowers hereby agrees agree to pay pay, jointly and severally, all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender requests compensation under Section 3.2, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant Section 3.1 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Group may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.2) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) shall become affected by any of the changes or events described in Section 3.2 or 3.4 and the Company is required to pay additional amounts or make indemnity payments with respect to the Lender thereunder, (ii) is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders Borrowers shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice paid to the Administrative Agent and such Departing Lender the assignment fee (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all ) specified in Section 11.6(b)(iv); (but not less than allii) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any funded participations in Letters of Credit not refinanced through the Borrowing of Revolving Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Credit Documents (including any amounts under Section 3.5) from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrowers (in the case of all other amounts). Upon ; (iii) in the case of any such assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed resulting from payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 3.1 or 3.4 and a request for compensation under Section 10.6).3.2, such assignment will result in a reduction in such payments or compensation thereafter; (civ) Notwithstanding such assignment does not conflict with applicable Requirements of Law; and (v) in the case of any Departing assignment resulting from a Lender becoming a Non-Consenting Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender applicable assignee shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment have consented to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapplicable amendment, waiver or consent.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.26.10, or if the Company any Borrower is required to pay any additional amount Additional Amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.46.12, then such Recipient Lender shall use reasonable efforts to file any certificate or document requested by the applicable Borrower (consistent with legal and regulatory restrictions), 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 RecipientLender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 6.10 or 3.46.12, as the case may be, in the future and (ii) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)Lender. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 6.10, (ii) any Borrower is required to pay additional amounts any Additional Amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 6.12, (iiiii) is any Lender becomes a Defaulting Lender, or (iiiiv) has failed any Lender becomes a Declining Lender, (v) any Lender refuses to consent to a proposed any amendment, waiver, discharge waiver or termination which pursuant to other modification of this Agreement requested by the terms of Section 8.2 or any other provision of any Loan Document Company that requires the consent of all a greater percentage of the Lenders or all affected Lenders and with respect to which than the Required Lenders shall have granted their consent and such amendment, waiver or other modification is consented to by the Required Lenders or (vi) any such Lender being hereinafter referred provides notice of the type described in the proviso to as a “Departing Lender”)the first sentence of Section 2.04, then then, in such each case, the Company may, upon at least five Business Days’ notice to such Lender and the Administrative Agent and such Departing Lender (or such shorter notice period specified by the applicable Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.04), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement (other than any outstanding Competitive Loans held by it and any and all rights and interests related thereto) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment and, Loans and Commitments hereunderin the case of clause (v) above, provides its consent to such requested amendment, waiver, or other modification of this Agreement); providedprovided that (1) the Company shall have received the prior written consent of the Administrative Agents which consent shall not unreasonably be withheld or delayed, that the Departing (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts under Section 6.11), from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company applicable Borrower (in the case of all other amounts). Upon , (3) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 6.10 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 6.12, such assignment will result in a reduction in such compensation or 3.4 payments and Section 10.6). (c4) Notwithstanding in the case of any Departing such assignment resulting from a Lender being a Declining Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender assignee shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment have agreed to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapplicable Maturity Date Extension Request.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, then such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.15 or 3.42.17, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient ay Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of Lender requests compensation under Section 2.15, (ii) the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunderSection 2.17, (ii) is a Defaulting Lender, or (iii) any Lender becomes a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiverwaiver or other modification, or a discharge or termination which pursuant to the terms of that, in each case, under Section 8.2 or any other provision of any Loan Document 10.02 requires the consent of all Lenders or all affected the Lenders and with respect to which the Required Lenders (or, in circumstances where Section 10.02 does not require the consent of the Required Lenders, a majority in interest of the affected Lenders) shall have granted their consent (any consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Company may, upon at least five Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.05), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rightsrights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, obligations, Loans and Commitments hereunderif a Lender accepts such assignment); provided, that except in the Departing case of an assignment to an existing Lender (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts). Upon ) and (iii) in the case of any such assignment by any Lender pursuant to this resulting from a claim for compensation under Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed 2.15 or payments required to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than made pursuant to Section 3.2 2.17, such assignment will result in a reduction in such compensation or 3.4 payments. A Lender shall not be required to make any such assignment and Section 10.6). (c) Notwithstanding any Departing Lender’s failure delegation if, prior thereto, as a result of a waiver by such Lender or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5otherwise, the Departing Lender shall circumstances entitling the Borrower to require such assignment and delegation cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lenderapply.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.12, or if the Company Borrower is required to pay any additional amount to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.14, then such Recipient Lender shall use reasonable efforts to designate a different lending office for funding or booking its affected Loans or other extensions of credit hereunder or to assign its affected rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 2.12 or 3.42.14, as the case may be, in the future and (ii) would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If any Lender (i) shall become affected by any of the changes or events described in Lender requests compensation under Section 3.2 or 3.4 and the Company 2.12, (ii) any Loan Party is required to pay any additional amounts amount to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Lender thereunder, (ii) is a Defaulting Lender, Section 2.14 or (iii) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of that under Section 8.2 or any other provision of any Loan Document 9.02 requires the consent of all Lenders or all affected the Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”)consent, then in such case, the Company may, at its sole expense and effort, upon at least five Business Days’ notice to the Administrative Agent such Lender and such Departing Lender (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights (other than its existing rights to payments pursuant to Sections 2.12 or 2.14) and obligations under the Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests, rights (other than such existing rights) and obligations under this Agreement and the other Loan Documents as a Lender) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, obligationsif a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, Loans and Commitments hereunder; providedwhich consent, that the Departing in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a material reduction in such compensation or payments, (D) such assignment does not conflict with applicable law and (E) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 3.5 becoming effectiveparagraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Replacement Administrative Agent and the assignee and that the Lender shall thereupon be deemed required to make such assignment and delegation need not be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior party thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Recipient Lender requests compensation under Section 3.22.15, or if the Company Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Recipient Lender or any Governmental Authority for the account of any Recipient Lender pursuant to Section 3.42.17, or if any Lender gives a notice pursuant to Section 2.22, then at the request of the Borrower such Recipient 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 RecipientLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.2 Sections 2.15 or 3.42.17, as the case may be, in the future or eliminate the need for the notice pursuant to Section 2.22, as applicable, and (ii) in each case, would not subject such Recipient Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such RecipientLender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient Lender in connection with any such designation or assignment including the $3,500 fee contemplated by Section 13.1(b)assignment. (b) If (w) any Lender requests compensation under Section 2.15, or (ix) shall become affected by any of if the changes or events described in Section 3.2 or 3.4 and the Company Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or make indemnity payments with respect any Governmental Authority for the account of any Lender pursuant to the Section 2.17, or (y) if any Lender thereunder, (ii) is a becomes Defaulting Lender, or (iiiz) any Lender has failed refused to consent to a any proposed amendment, modification, waiver, discharge termination or termination which pursuant consent with respect to the terms any provision of Section 8.2 this Agreement or any other provision of any Loan Document that, pursuant to Section 9.02, requires the consent of all Lenders or all each Lender affected Lenders thereby and with respect to which Lenders constituting the Required Lenders shall have granted their consent consented to such proposed amendment, modification, waiver, termination or consent, and, in each case under clauses (any w) and (x), such Lender being hereinafter referred has declined or is unable to as designate a “Departing Lender”different lending office in accordance with Section 2.19(a), then in such case, the Company Borrower may, at its sole expense and effort, upon at least five Business Days’ notice by the Borrower to such Lender and the Administrative Agent, 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 (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent and if such Departing Lender assignee is not a Lender, which consent shall not unreasonably be withheld, (or such shorter notice period specified by the Administrative Agent), designate a replacement lender reasonably acceptable ii) subject to the Administrative Agent (a “Replacement Lender”) Borrower’s rights with respect to which Defaulting Lenders under Section 2.20 hereof, such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, 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 2.16) from the Replacement Lender assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts), (iii) 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 or elimination of such compensation or payments, (iv) in the case of any such assignment resulting from a Lender’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent, (v) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.04(b) and (vi) such assignment does not conflict with applicable law. Upon A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 3.5 becoming effective2.19 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Replacement Administrative Agent and the assignee and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall thereupon be deemed to have consented to an be a “bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender” for all purposes of this Agreement (unless , provided, further that any such Replacement Lender was, itself, a Lender prior documents shall be without recourse to or warranty by the parties thereto) and such Departing Lender shall thereupon cease to be a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 3.2 or 3.4 and Section 10.6). (c) . Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under anything in this Section 3.52.19 to the contrary, the Departing Lender shall cease to that acts as the Administrative Agent may not be a “Lender” for all purposes of this Agreement and replaced hereunder except in accordance with the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) terms of Section 3.5 without any further action of the Departing Lender8.06.