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

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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) 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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iii) 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 reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a1) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall will use reasonable efforts to designate a different lending office 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 Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may beapplicable, in the future and (iib) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b2) If (i) any Lender requests compensation under Section 2.122.12 or is a Defaulting Lender, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-Consenting Lender2.14, then the Borrower may, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Agent, either (a) prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)) or (b) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee that shall will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) in the case of clause (b) above, the Borrower shall have has received the prior written consent of the Administrative Agent, which consent shall will not unreasonably be withheld or delayedwithheld, if a consent by the Administrative Agent would be required under Section 10.04 for an assignment of Term Loans to such assignee, (ii) such Lender shall have has 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) 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 reduction in such compensation or paymentspayments thereafter. Nothing in this Section 2.16 will be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. (3) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 10.08, requires the consent of such Lender and with respect to which the Required Lenders have granted their consent, then the Borrower will have the right (ivunless such Non-Consenting Lender grants such consent) at its sole expense, to either (a) prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)) or (b) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Term Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent if a consent by the Administrative Agent would be required under Section 10.04 for an assignment does not conflict of Term Loans to such Assignee; provided that (i) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.12, 2.13, 2.14 or 2.21) being removed or replaced will be paid in full to such Non-Consenting Lender concurrently with applicable law, such removal or assignment and (vii) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect above, the replacement Lender will purchase the foregoing by paying to all such Non-Consenting Lenders relating Lender a price equal to the applicable amendmentprincipal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender will be necessary in connection with such removal or assignment, waiver or consentin the case of clause (b) above, which shall be immediately and automatically effective upon payment of such purchase price. A In connection with any such assignment, the Borrower, the Administrative Agent, such Non-Consenting Lender shall and the replacement Lender will otherwise comply with Section 10.04; provided that if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after the Borrower’s request, compliance with Section 10.04 will not be required to make any effect such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyassignment. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If Before any Lender requests compensation under Section 2.12, 2.12 or if requires the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or 2.14, (iii) any Lender gives notice pursuant to Section 2.11(b), or (iv) any Lender is a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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) 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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iiiii) 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 reduction in such compensation or paymentspayments or, in the case of an assignment resulting from notice pursuant to Section 2.11(b), such assignment will eliminate the need for such notice, (iviii) such assignment does not conflict with applicable law, and (viv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then then, in each case, 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 9.04)recourse, all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) to the extent required under Section 9.04, the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, and (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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 permanently cease to apply. (c) . Each Lender hereby grants party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the Lender required to execute make such assignment and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.122.13, or (ii) if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.13 or Section 2.142.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed un-reimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.13, (ii) or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.15, or (iii) if any Lender is a Defaulting Lender or a Non-Consenting Lender, then or if any Lender is a Defaulting Lender, then, in each case, 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 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations and, with respect to an assignment from a Non-Consenting Lender, shall consent to such requested amendment, waiver or other modification to the Loan Documents (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 AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.13 or payments required to be made pursuant to Section 2.142.15, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and out-of-pocket expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender Lender) pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (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 or delayedwithheld, (ii) such 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.14, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.16, then upon request of the Borrower such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.14 or Section 2.142.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Any Lender claiming reimbursement of such costs and expenses shall deliver to the Company, a certificate setting forth such costs and expenses in reasonable detail which shall be conclusive absent manifest error. (b) If (i) any Lender requests compensation under Section 2.122.14, (ii) or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) 2.16, if any Lender is fails to grant a Defaulting consent in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 9.02 for which the consent of each Lender or each affected Lender is required but the consent of the Required Lenders is obtained or if any other circumstance exists hereunder that gives the Borrower the right to replace a Non-Consenting LenderLender as a party hereto, 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 in, but excluding the consents required by, Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that that: (i) the Borrower shall have received paid to the prior written consent of Administrative Agent the assignment fee specified in Section 9.04 (unless otherwise agreed by the Administrative Agent, which consent shall not unreasonably be withheld or delayed, ); (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 and under the other Loan Documents, Documents (including any amounts under Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), ; (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.142.16, such assignment will result in a reduction in such compensation or payments, payments thereafter; and (iv) such assignment does not conflict with applicable law, and Laws. (vc) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If Before any Lender requests compensation under Section 2.12, or if requires the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender gives notice pursuant to Section 2.11(b) or (iv) any Lender is a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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) 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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iii) 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 reduction in such compensation or paymentspayments or, in the case of an assignment resulting from notice pursuant to Section 2.11(b), such assignment will eliminate the need for such notice, (iv) such assignment does not conflict with applicable law, law and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is Borrowers are required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is Borrowers are required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender Lender) pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Borrowers may, at its 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 payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) solely to the Borrower extent such consent would be required pursuant to Section 9.04, the Borrowers shall have received the prior written consent of the Administrative Agent, which Agent and the Issuing Bank (such consent shall not to be unreasonably be withheld or delayedwithheld), (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Borrowers (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. . Each party hereto agrees that (ci) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. . Each party hereto agrees that (ci) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts such assignment); provided that that, (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. . Each party hereto agrees that (ci) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignorprovided that, any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, 2.13(f) or Section 2.15 or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.13(f), 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The If the Borrower is required to make any payment under Sections 2.13(f), 2.15 or 2.17, the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Subject to the foregoing, Lenders agree to use reasonable efforts to select lending offices which will minimize taxes and other costs and expenses for the Borrower. (b) If (i) any Lender requests compensation under Section 2.122.13(f) or Section 2.15, (ii) or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is a Defaulting Lender, or if any Lender fails to approve an amendment, waiver or a Non-Consenting Lenderother modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modification, 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 9.049.05), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent and the Issuing Banks, which consent shall not unreasonably be withheld or delayed, (ii) 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 and under the other Loan DocumentsDocuments (including any amounts under Section 2.16), from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.13(f) or Section 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. If any Lender refuses to assign and delegate all its interests, rights and obligations under this Agreement after the Borrower has required such Lender to do so as a result of a claim for compensation under Section 2.13(f) or Section 2.15 or payments required to be made pursuant to Section 2.17, such Lender shall not be entitled to receive such compensation or required payments. (c) Each Lender hereby grants to If the Borrower, the Administrative Agent an irrevocable power and the Issuing Banks agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of attorney the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (which power is coupled and such Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with an interest) respect to execute and deliver, fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, as assignorfurther, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any Assignment and Assumption necessary to effectuate claim of any assignment of party hereunder arising from such Lender having been a Defaulting Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and out-of-pocket expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts 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 delayedwithheld, (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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.13 or 2.18, or if the either Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.13, 2.15 or Section 2.142.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.13 or 2.18, (ii) the or if either Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.15, or (iii) if any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (x) so long as no Default has occurred and is continuing, terminate the Revolving Commitment of such Lender and prepay all outstanding Loans (other than Competitive Loans and Negotiated Rate Loans) of such Lender or (y) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement (other than any outstanding Competitive Loans and the other Loan Documents Negotiated Rate Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) in the Borrower case of an assignment to a Person not then a Lender, the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayedwithheld, and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans and Negotiated Rate Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the applicable Borrower or Borrowers (in the case of all other amounts so assignedamounts), (iii) . The applicable Borrower shall not be entitled to terminate a Lender’s Revolving Commitment and prepay its Loans as provided 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 reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, clause (x) the applicable assignee shall have consented toabove, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A a Lender shall not be required to make any such assignment or and delegation as provided in clause (y) above, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to effect such termination and prepayment or to require such assignment and delegation delegation, as the case may be, cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender may make any extension of credit to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay such extension of credit in accordance with the terms of this Agreement. If any Lender requests compensation under Section 2.12, or if requires the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender gives a notice pursuant to Section 2.11(b), then at the request of the Borrower such 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 Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 2.11(b), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) If any Lender requests compensation under Section 2.12, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-Consenting Lenderand, then the Borrower mayin each case, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender has declined or is unable to assign and delegate, without recourse (designate a different lending office in accordance with and subject to the restrictions contained in Section 9.042.16(a), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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) may replace 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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assignedaccordance with Section 2.16(b)(ii), (iii) 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 reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. . Each party hereto agrees that (ci) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.13, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.13 or Section 2.142.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out‑of‑pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.13, (ii) the Borrower is required to pay Indemnified Taxes or any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or 2.15, (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 AgentAgent (and in the case of clause (iv) above, within 5 days after the date such Lender becomes a Non-Consenting Lender), (A) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.049.04(b)), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.13 or Section 2.142.15) and obligations under this Agreement and the other Loan Documents to an assignee 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 AgentAgent and each Issuing Bank, which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.13 or payments required to be made pursuant to Section 2.142.15, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.16, or if the Borrower Company is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.18, then such 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 Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.16 or Section 2.142.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation. (b) If (i) any Lender requests compensation under Section 2.122.16, (ii) the Borrower Company is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or 2.18, (iii) any Lender is becomes a Defaulting Lender or (iv) any Lender becomes a Non-Consenting Lender, then the Borrower 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 (other than its existing rights to payments payment pursuant to Section 2.12 2.16 or Section 2.142.18) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (iiB) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assignedamounts), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.12 2.16 or payments required to be made pursuant to Section 2.142.18, such assignment will result (or is reasonably expected to result) in a material reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, payments and (vD) in the case of any such assignment and delegation resulting from a the status of such Lender becoming as a Non-Consenting Lender, (x) such assignment, together with any assignments by other Non-Consenting Lenders, will enable the applicable assignee shall have consented to, or shall consent to, Company to obtain sufficient consents to cause the applicable amendment, modification or waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consentbecome effective. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) . Each Lender hereby grants party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the Lender required to execute make such assignment and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or a Non-Consenting Declining 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment resulting from a Lender having become a Declining Lender solely with respect to a specified Class of Loans, all of its interests, rights and obligations under this Agreement as a Lender of the Class or Classes with respect to which such Lender is a Declining Lender) to an assignee (other than an Ineligible Institution) 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 AgentAgent (and in circumstances where its consent would be required under Section 9.04, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, payments and (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Declining Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consentMaturity Date Extension Request. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, Section 2.13, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.12, Section 2.13 or Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.13, (ii) the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.14, or (iii) any Lender is a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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 delayedwithheld, (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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, law and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts 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 delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, 2.13(g) or Section 2.15 or if the Borrower is required to pay any Indemnified Tax or additional amount Taxes to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14Lender, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.13(g), 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The If the Borrower is required to make any payment under Sections 2.13(g), 2.15 or 2.17, the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Subject to the foregoing, Lenders agree to use reasonable efforts to select lending offices which will minimize Indemnified Taxes and other costs and expenses for the Borrower. (b) If (i) any Lender requests compensation under Section 2.122.13(g) or Section 2.15, (ii) or if the Borrower is required to pay any Indemnified Tax or additional amount Taxes to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is a Defaulting Lender, or if any Lender fails to approve an amendment, waiver or a Non-Consenting Lenderother modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modification, 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 9.049.05), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee 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, which consent shall not unreasonably be withheld or delayed, (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 and under the other Loan DocumentsDocuments (including any amounts under Section 2.16), from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.13(g) or Section 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. If any Lender refuses to assign and delegate all its interests, rights and obligations under this Agreement after the Borrower has required such Lender to do so as a result of a claim for compensation under Section 2.13(g) or Section 2.15 or payments required to be made pursuant to Section 2.17, such Lender shall not be entitled to receive such compensation or required payments. (c) Each Lender hereby grants to If the Borrower and the Administrative Agent an irrevocable power agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of attorney the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase such portion of outstanding Loans of the other Revolving Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Credit Exposure of the Revolving Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (which power is coupled and such Credit Exposure of each Revolving Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with an interest) respect to execute and deliver, fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, as assignorfurther, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any Assignment and Assumption necessary to effectuate claim of any assignment of party hereunder arising from such Lender having been a Defaulting Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.14, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.14 or Section 2.142.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.14, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.16, or (iii) if any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.14 or Section 2.142.16) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, each Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.142.16, such assignment will result in a reduction in such compensation or payments, payments and (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts 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 withheld, conditioned or delayed, (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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. . Each party hereto agrees that (ci) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a1) If any Lender or Issuing Bank requests compensation under Section 2.122.14, or if the Borrower is Borrowers are required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender Lender, Issuing Bank or any Governmental Authority for the account of any Lender pursuant to Section 2.142.20, or if any Lender or Issuing Bank determines it can no longer make or maintain SOFR Loans pursuant to Section 2.15, then such Lender shall or Issuing Bank, as applicable will, if requested by the Company, use commercially reasonable efforts to designate a different lending office Lending Office for funding or booking any of its Loans hereunder that are affected by such event or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such LenderLender or Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, 2.15 or 2.20, as the case may beapplicable, in the future and (ii) future; provided that such efforts would not subject such Lender or Issuing Bank, as applicable, to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or Issuing Bank, as applicable, in any material respect. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. (b2) If (i) any Lender or Issuing Bank requests compensation under Section 2.122.14 or Section 2.20, (ii) or if the Borrower is Borrowers are required to pay any Indemnified Tax or additional amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.20, or (iii) if any Lender is determines it cannot make SOFR Loans pursuant to Section 2.15, or if any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Company may, at its sole expense and effort, upon notice to (a) terminate the Available Unused Commitment of such Lender and repay the Administrative Agent, Loans of such Lender on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)) or (b) require such Lender or Issuing Bank (and such Lender or Issuing Bank shall be obligated), as applicable, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in L/C Disbursements and Swing Line Loans and, other than in the case of a Defaulting Lender, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under from (x) in the other Loan Documentscase of clause (a) above, from the Borrowers or (y) in the case of clause (b) above, the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Borrowers (in the case of all other amounts so assignedamounts), and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.142.20, such assignment will result in a reduction in such compensation or paymentspayments thereafter. Nothing in this Section 2.21 will be deemed to prejudice any rights that any Borrower may have against any Lender that is a Defaulting Lender. (3) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 10.08, requires the consent of such Lender and with respect to which the Required Lenders have granted their consent, then the Company may (unless such Non-Consenting Lender grants such consent), at its sole expense and effort, (iva) terminate the Available Unused Commitment of Lender and repay the Loans of such Lender on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii) or (b) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned (in accordance with 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 accepts such assignment); provided that (i) all Obligations of the Borrowers owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.14, 2.16, 2.20 or 2.25) being removed or replaced will be paid in full to such Non-Consenting Lender concurrently with such removal or assignment does not conflict with applicable law, and (vii) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect above, the replacement Lender will purchase the foregoing by paying to all such Non-Consenting Lenders relating Lender a price equal to the applicable amendmentprincipal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender will be necessary in connection with such removal or assignment, waiver or consentin the case of clause (b) above, which shall be immediately and automatically effective upon payment of such purchase price. A In connection with any such assignment, the Company, the Administrative Agent, such Non-Consenting Lender shall and the replacement Lender will otherwise comply with Section 10.04; provided that if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after the Company’s request, compliance with Section 10.04 will not be required to make any effect such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyassignment. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such 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 Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts 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 withheld, conditioned or delayed, (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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable lawRequirements of Law, and (v) in the case of any an assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants . An assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent an irrevocable power of attorney and the assignee, and the Lender required to make such assignment and delegation need not be a party thereto (which power is coupled with an interest) it being understood and agreed that such Lender shall not be deemed to execute make the representations and deliver, on behalf of warranties in such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of if such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16Lender has not executed such Assignment and Assumption).

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive any compensation under Section 2.12, or if from the Borrower is required pursuant to pay any Indemnified Tax Section 2.13 or additional amount that would require the Borrower to any make a payment to such Lender or any Governmental Authority for the account of any such Lender pursuant to Section 2.14, 2.15 then (unless in the case of Section 2.13 such Lender determines in its discretion not to request compensation therefor) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable by the Borrower pursuant to Section 2.12 2.13 or Section 2.14, as the case may be, 2.15 in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender (i) any Lender requests compensation under Section 2.122.13, (ii) requests that the Borrower is required make a payment to pay any Indemnified Tax or additional amount to any such Lender or any Governmental Authority for the account of any such Lender pursuant to Section 2.14 or 2.15, (iii) any Lender is becomes a Defaulting Lender, (iv) becomes an Affected Lender or (v) refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Non-Consenting Lendergreater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; 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 9.048.04, with the Borrower or the replacement Lender paying the processing and recording fee), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts such assignment); provided that (iw) the Borrower shall have received the prior written consent of the Administrative AgentAgent to such assignment, which consent shall not unreasonably be withheld or delayedwithheld, (iix) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts) (in the case of a Defaulting Lender, excluding, for the avoidance of doubt, any amount to which such Defaulting Lender is not entitled in accordance with Section 2.18), (iiiy) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.13 or payments required to be made pursuant to Section 2.14, 2.15 such assignment will result in a reduction in or elimination of such compensation or payments, (iv) such assignment does not conflict with applicable law, payments in the future and (vz) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lenderclause (v) above, (x) the applicable such assignee shall have consented toconsents to such extension, or shall consent to, the applicable such amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendmentother modification, waiver or consentas applicable. A Lender shall not be required to make any such assignment or 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) . Each Lender hereby grants agrees that an assignment required to be made by it pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the Lender required to execute and deliver, on behalf of make such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Company may, at its sole discretion, 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 payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17 or Section 2.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15, 2.17, or Section 2.142.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the or if any Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or Section 2.18, or if any Lender defaults in its obligation to fund Loans hereunder, or if any Lender fails to grant a consent in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement requiring the consent of each Lender or each affected Lender as contemplated by Section 11.02 but the consent of the Required Lenders or (iiigiving effect to this Section 2.21(b)) any Lender each other affected Lender, respectively, is a Defaulting Lender or a Non-Consenting Lenderobtained, then the Borrower 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 9.0411.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (or, in the case of any change, waiver, discharge or termination of the provisions of this Agreement that requires the consent of Lenders of a particular class or type of Loans and Commitments, all its interests, rights and obligations under the Loan Documents in respect of such class or type) (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a US Tranche Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts) (or, in the case of any change, waiver, discharge or termination of the provisions of this Agreement that requires the consent of Lenders of a particular class or type of Loans, payment equal to the aggregate amount of outstanding Loans of such class or type owed to such replaced Lender (together with all other amounts so assignedowed to such replaced Lender as a holder of such class or type of Loans), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17 or Section 2.18, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive any compensation under Section 2.12, or if from the Borrower is required pursuant to pay any Indemnified Tax Section 2.13 or additional amount that would require the Borrower to any make a payment to such Lender or any Governmental Authority for the account of any such Lender pursuant to Section 2.142.15, then (unless in the case of Section 2.13 such Lender determines in its discretion not to request compensation therefor) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable by the Borrower pursuant to Section 2.12 2.13 or Section 2.14, as the case may be, 2.15 in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender (i) any Lender requests compensation under Section 2.122.13, (ii) requests that the Borrower is required make a payment to pay any Indemnified Tax or additional amount to any such Lender or any Governmental Authority for the account of any such Lender pursuant to Section 2.14 or 2.15, (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, (iv) becomes an Affected Lender, or (v) refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; 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 9.048.04, with the Borrower or the replacement Lender paying the processing and recording fee), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts such assignment); provided that (iw) the Borrower shall have received the prior written consent of the Administrative AgentAgent and each Issuing Bank to such assignment, which consent shall not unreasonably be withheld or delayedwithheld, (iix) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts) (in the case of a Defaulting Lender, excluding, for the avoidance of doubt, any amount to which such Defaulting Lender is not entitled in accordance with Section 2.18), (iiiy) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.13 or payments required to be made pursuant to Section 2.14, 2.15 such assignment will result in a reduction in or elimination of such compensation or payments, (iv) such assignment does not conflict with applicable law, payments in the future and (vz) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lenderclause (v) above, (x) the applicable such assignee shall have consented to, or shall consent to, the applicable consents to such amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consentother modification. A Lender shall not be required to make any such assignment or 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) . Each Lender hereby grants agrees that an assignment required to be made by it pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the Lender required to execute and deliver, on behalf of make such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) and obligations under this Agreement and the other Loan Documents to an assignee (other than an Ineligible Institution) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (iiy) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. Each party hereto agrees that (A) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (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 be deemed to have consented to an be 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, provided that any such documents shall be without recourse to or warranty by the parties thereto. (c) Each Lender hereby grants to For purposes of this Section 2.19, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute term “Lender” includes the Issuing Bank and deliver, on behalf of such Lenderany other Recipient, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16applicable.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender asserts the existence of a condition under Section 2.14(c) that prevents the availability of Eurocurrency Borrowings or Eurocurrency Loans in the Agreed Currency, requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or a Non-Consenting Declining 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment resulting from a Lender having become a Declining Lender solely with respect to a specified Class of Loans, all of its interests, rights and obligations under this Agreement as a Lender of the Class or Classes with respect to which such Lender is a Declining Lender) to an assignee (other than an Ineligible Institution) 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 AgentAgent (and in circumstances where its consent would be required under Section 9.04, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim under Section 2.14, such assignment will result in the availability of Eurocurrency Borrowings or Eurocurrency Loans in the Agreed Currency, as applicable, from the replacement lender, (iv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, payments and (vivv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Declining Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consentMaturity Date Extension Request. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.14, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.14 or Section 2.142.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.14, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.16, or (iii) if any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.14 or Section 2.142.16) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (to the extent required under Section 10.04) and, if a Commitment is being assigned, the Issuing Bank, which consent consent, in either case, shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.142.16, such assignment will result in a reduction in such compensation or payments, and (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.08, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.08 or Section 2.142.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.08, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.11 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.0410.03), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.08 or Section 2.142.11) 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 accepts 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 delayedwithheld, (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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.08 or payments required to be made pursuant to Section 2.142.11, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, 2.13(f) or Section 2.15 or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.13(f), 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The If the Borrower is required to make any payment under Sections 2.13(f), 2.15 or 2.17, the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Subject to the foregoing, Lenders agree to use reasonable efforts to select lending offices which will minimize taxes and other costs and expenses for the Borrower. (b) If (i) any Lender requests compensation under Section 2.122.13(f) or Section 2.15, (ii) or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is a Defaulting Lender, or if any Lender fails to approve an amendment, waiver or a Non-Consenting Lenderother modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modification, 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 9.049.05), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent and the Issuing Banks, which consent shall not unreasonably be withheld or delayed, (ii) 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 and under the other Loan DocumentsDocuments (including any amounts under Section 2.16), from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.13(f) or Section 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. If any Lender refuses to assign and delegate all its interests, rights and obligations under this Agreement after the Borrower has required such Lender to do so as a result of a claim for compensation under Section 2.13(f) or Section 2.15 or payments required to be made pursuant to Section 2.17, such Lender shall not be entitled to receive such compensation or required payments. (c) Each Lender hereby grants to If the Borrower, the Administrative Agent an irrevocable power and the Issuing Banks agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of attorney the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (which power is coupled and such Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with an interest) respect to execute and deliver, fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, as assignorfurther, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any Assignment and Assumption necessary to effectuate claim of any assignment of party hereunder arising from such Lender having been a Defaulting Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a1) If any Lender requests compensation under Section 2.12, or if the Borrower is Borrowers are required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any amount payable under a Loan Document by a French Guarantor on behalf of a Borrower becomes not deductible from that French Guarantor’s taxable income for French tax purposes by reason of that amount being paid or accrued to a Finance Party incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction or paid to an account opened in the name of or for the benefit of that Finance Party in a financial institution situated in a Non-Cooperative Jurisdiction, then such Lender shall use or Finance Party, as the case may be, will, in consultation with the relevant Loan Party, take all reasonable efforts steps to designate mitigate any such consequences, including, but not limited to, designating a different lending office Lending Office for funding or booking its Term Loans hereunder or to assign assigning its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, Affiliates if such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may beapplicable, in the future or avoid such non-tax deductibility for French income tax purposes and (iib) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Such Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b2) If (i) any Lender requests compensation under Section 2.122.12 or is a Defaulting Lender, (ii) or if the Borrower is Borrowers are required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-Consenting Lender2.14, then the each Borrower may, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Agent, either (a) prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)) or (b) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee that shall will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) in the Borrower shall case of clause (b) above, the Borrowers have received the prior written consent of the Administrative Agent, which consent shall will not unreasonably be withheld or delayedwithheld, if a consent by the Administrative Agent would be required under Section 10.04 for an assignment of Term Loans to such assignee, (ii) such Lender shall have has 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) 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 reduction in such compensation or paymentspayments thereafter. Nothing in this Section 2.16 will be deemed to prejudice any rights that the Borrowers may have against any Lender that is a Defaulting Lender. (3) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 10.08, requires the consent of such Lender and with respect to which the Required Lenders have granted their consent, then the Borrowers will have the right (ivunless such Non-Consenting Lender grants such consent) at their sole expense, to either (a) prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)) or (b) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Term Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent if a consent by the Administrative Agent would be required under Section 10.04 for an assignment does not conflict of Term Loans to such Assignee; provided that (i) all Obligations of the Borrowers owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.12, 2.13, 2.14 or 2.21) being removed or replaced will be paid in full to such Non-Consenting Lender concurrently with applicable law, such removal or assignment and (vii) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect above, the replacement Lender will purchase the foregoing by paying to all such Non-Consenting Lenders relating Lender a price equal to the applicable amendmentprincipal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender will be necessary in connection with such removal or assignment, waiver or consentin the case of clause (b) above, which shall be immediately and automatically effective upon payment of such purchase price. A In connection with any such assignment, the Borrowers, the Administrative Agent, such Non-Consenting Lender shall and the replacement Lender will otherwise comply with Section 10.04; provided that if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after such Borrower’s request, compliance with Section 10.04 will not be required to make any effect such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyassignment. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive any compensation under Section 2.12, or if from the Borrower is required pursuant to pay any Indemnified Tax Section 2.12 or additional amount that would require the Borrower to any make a payment to such Lender or any Governmental Authority for the account of any such Lender pursuant to Section 2.14, then (unless in the case of Section 2.12 such Lender determines in its discretion not to request compensation therefor) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable by the Borrower pursuant to Section 2.12 or Section 2.14, as the case may be, 2.14 in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender (i) any Lender requests compensation under Section 2.12, (ii) requests that the Borrower is required make a payment to pay any Indemnified Tax or additional amount to any such Lender or any Governmental Authority for the account of any such Lender pursuant to Section 2.14 or 2.14, (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, (iv) becomes an Affected Lender, or (v) refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; 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 9.048.04, with the Borrower or the replacement Lender paying the processing and recording fee), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts such assignment); provided that (iw) the Borrower shall have received the prior written consent of the Administrative AgentAgent to such assignment, which consent shall not unreasonably be withheld or delayedwithheld, (iix) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts) (in the case of a Defaulting Lender, excluding, for the avoidance of doubt, any amount to which such Defaulting Lender is not entitled in accordance with Section 2.17), (iiiy) 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, 2.14 such assignment will result in a reduction in or elimination of such compensation or payments, (iv) such assignment does not conflict with applicable law, payments in the future and (vz) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lenderclause (v) above, (x) the applicable such assignee shall have consented to, or shall consent to, the applicable consents to such amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consentother modification. A Lender shall not be required to make any such assignment or 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) . Each Lender hereby grants agrees that an assignment required to be made by it pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the Lender required to execute and deliver, on behalf of make such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.122.13, or if the (ii) either Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.15 or any event gives rise to the operation of Section 2.22, or (iii) (A) the French Borrower has provided written notice to the Lenders that the list of Non-Cooperative Jurisdictions has been amended to include an additional non-cooperative state or territory (Etat ou territoire non coopératif) and (B) any amount payable under the Loan Documents by the French Borrower becomes not deductible from that French Borrower’s taxable income for French tax purposes by reason of that amount being (x) paid or accrued to a Non-Cooperative Jurisdiction Resident or (y) paid to a Non-Cooperative Jurisdiction Account, then such Lender or, where relevant, the Administrative Agent, shall use reasonable efforts (and at the expense of such Borrower) to designate a different lending office Lending Office for funding or booking its Loans hereunder or hereunder, to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, or to change its bank account, if, in the judgment of such LenderLender or, where relevant, the Administrative Agent, such designation or assignment and delegation or change (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.13 or Section 2.142.15 or mitigate the applicability of Section 2.22, as the case may be, or would eliminate or reduce the non-deductibility issue referred to in the future (iii) above, and (ii) would not subject such Lender or Administrative Agent to any unreimbursed cost or expense reasonably deemed by such Lender or Administrative Agent to be material and would not otherwise be disadvantageous in any material economic, legal or regulatory respect to such Lender. The Borrower hereby agrees Lender or Administrative Agent, it being specified, for the avoidance of doubt, that in case of non-deductibility issue referred to pay all reasonable costs and expenses incurred in (iii) above, the substitution of the Lending Office or Administrative Agent’s office located in a Non-Cooperative Jurisdiction by any an office that is not located in a Non-Cooperative Jurisdiction or the substitution of the bank account opened in the name of or for the benefit of the Administrative Agent or a Lender in connection with any such designation or assignmenta financial institution situated in a Non-Cooperative Jurisdiction by a bank account that is not opened in a financial institution situated in a Non-Cooperative Jurisdiction, will be considered as reasonable efforts for the purposes hereof. (b) In addition, if (A) the French Borrower has provided written notice to the Lenders that the list of Non-Cooperative Jurisdictions has been amended to include an additional non-cooperative state or territory (Etat ou territoire non coopératif) and (B) (i) on any Interest Payment Date the French Borrower is required to pay additional amounts in relation to more than 15% of the amounts payable by this Borrower under the Loan Documents solely as a result of such amounts being paid on Non-Cooperative Jurisdiction Account, or (ii) more than 15% of the amounts payable under the Loan Documents by the French Borrower on a particular payment date become not deductible from that French Borrower’s taxable income for French tax purposes by reason of that amount being (x) paid or accrued to a Non-Cooperative Jurisdiction Resident or (y) paid to a Non-Cooperative Jurisdiction Account, or (iii) the French Borrower is required to pay compensation or additional amounts in relation to Bank Levies suffered by Lender(s) having in aggregate a participation in the outstanding Loans made to the French Borrower representing more than 15% of such outstanding Loans, then each affected Lender agrees to use its commercially reasonable efforts to negotiate in good faith an amendment to the Loan Documents to allow the Dutch Borrower to assume its Loans to the French Borrower and have them turned into Loans to the Dutch Borrower. (c) If (i) any Lender requests compensation under Section 2.122.13 or gives notice under Section 2.22, (ii) the either Borrower is required to pay any Indemnified Tax or additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.14 or 2.15, (iii) any Lender is a Defaulting Lender Lender, or (iv) (A) the French Borrower has provided written notice to the Lenders that the list of Non-Cooperative Jurisdictions has been amended to include an additional non-cooperative state or territory (Etat ou territoire non coopératif) and (B) any amount payable by the French Borrower under the Loan Documents is not or will not be (when the relevant corporate income tax is calculated) treated as deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (x) paid or accrued to a Non-Consenting LenderCooperative Jurisdiction Resident or (y) paid to a Non-Cooperative Jurisdiction Account, then the applicable Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegatedelegate at par, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the such Borrower shall have received the prior written consent of the Administrative AgentAgent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent consents, in each case, shall not unreasonably be withheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the such Borrower (in the case of all other amounts so assignedamounts), (iiiC) such 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 2.12 2.13, or payments required to be made pursuant to Section 2.142.15 or a notice given under Section 2.22, such assignment will result in a material reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseotherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the such Borrower to require such assignment and delegation cease to apply. (c) . Each Lender hereby grants party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the applicable Borrower, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the Lender required to execute and deliver, on behalf of make such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.12, (ii) 2.15 or the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.19(a), (ii) any Lender becomes Defaulting Lender or (iii) any Lender refuses to consent to any amendment, waiver or other modification of this Agreement requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is a Defaulting Lender or a Non-Consenting Lenderconsented to by the Required Lenders, 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 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) if such assignee is not then a Lender, the Borrower shall have received the prior written consent of the Administrative AgentAgent and the Issuing Banks, which consent shall not be unreasonably be withheld or delayed, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) in accordance with the applicable Assignment and Assumption or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, payments and (iv) such assignment does not conflict with applicable law, and (v) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lenderrefusing to consent to an amendment, (x) waiver or other modification for which the applicable assignee shall Required Lenders have consented to, or such assignee shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant be deemed to this clause (b) with respect to all Non-Consenting Lenders relating have consented to the applicable amendment, waiver or consentother modification. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower any Loan Party is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower any Loan Party is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 (other than amounts in respect of Other Taxes or GST/HST) or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower 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 (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) . Each Lender hereby grants party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts 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 delayedwithheld, (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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.12, or if the Borrower any Loan Party is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or Issuing Bank or to any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.142.14 (other than additional amounts arising from VAT that are recoverable from any Governmental Authority), then such Lender or such Issuing Bank shall use commercially reasonable efforts to designate a different lending office for funding funding, booking or booking issuing its Loans or Letters of Credit hereunder or its participation in any Letter of Credit or Swingline Loan affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such LenderLender or Issuing Bank, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may be, in the future (or, in the case of a notice under Section 2.12(e) or 2.12(f), would eliminate the illegality referred to in such Section) and (ii) would not subject such Lender or Issuing Bank to any unreimbursed out‑of‑pocket cost or expense and would not otherwise be disadvantageous in any material respect to such LenderLender or Issuing Bank. The Borrower Company hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignmentassignment and delegation within 30 days following the written request of such Lender or Issuing Bank (accompanied by reasonable back-up documentation relating thereto). (b) If (i) any Lender requests compensation under Section 2.12, is unable to make Loans pursuant to Section 2.12(e) or 2.12(f), (ii) the Borrower any Loan Party is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (other than additional amounts arising from VAT that are recoverable from any Governmental Authority), (iii) any Lender is has become a Defaulting Lender, (iv) any Revolving Lender has become an Objecting Lender or (v) any Lender has failed to consent to a Non-Consenting Lenderproposed amendment, waiver, discharge or termination that under Section 10.02 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where Section 10.02 does not require the consent of the Required Lenders, a Majority in Interest of the Lenders of the affected Class) shall have granted their consent, then the Borrower 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 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests, rights and obligations under this Agreement and the other Loan Documents as a Lender of a particular Class) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent and, in circumstances where its consent would be required under Section 10.04, each Issuing Bank and the Swingline Lender, which consent consent, in each case, shall not be unreasonably be withheld withheld, conditioned or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, if applicable, funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under (if applicable, in each case only to the other Loan Documents, extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (to in the extent case of such outstanding principal principal, funded participations and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assignedamounts), (iiiC) in the case of any such assignment and delegation 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 (or is reasonably expected to result) in a reduction in such compensation or payments, (ivD) such assignment does not conflict with applicable law, and (vE) in the case of any such assignment and delegation resulting from a the status of such Revolving Lender becoming a Non-Consenting as an Objecting Lender, (x) the assignee shall not be an Objecting Lender in respect of the applicable proposed designation of a Borrowing Subsidiary and (F) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have consented togiven such consent and, or shall as a result of such assignment and delegation and consent toand any contemporaneous assignments and delegations and consents, the applicable amendment, waiver waiver, discharge or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consenttermination can be effected. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease have ceased to apply. (c) . Each Lender hereby grants party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the Lender required to execute make such assignment and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the or if any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower 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 (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided provided, that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and (including amounts due under the other Loan DocumentsSection 2.16), from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Borrowers (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, and (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.14, or if the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.14 or Section 2.142.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.14, (ii) the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.16, or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower 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 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.14 or Section 2.142.16) 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 accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, each Issuing Bank) which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to CREDIT AGREEMENT the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.142.16, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. . Each party hereto agrees that (cA) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such Lender, as assignor, any Assignment and Assumption documents necessary to effectuate evidence such assignment as reasonably requested by the applicable Lender; provided that any assignment of such Lender’s interests hereunder in documents shall be without recourse to or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out of pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (ba) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. (cb) Each Lender hereby grants to For purposes of this Section 2.19, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute term “Lender” includes the Issuing Bank and deliver, on behalf of such Lenderany other Recipient, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16applicable.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender asserts the existence of a condition under Section 2.14(c) that prevents the availability of Eurocurrency Borrowings or Eurocurrency Loans in the Agreed Currency, requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or a Non-Consenting Declining 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment resulting from a Lender having become a Declining Lender solely with respect to a specified Class of Loans, all of its interests, rights and obligations under this Agreement as a Lender of the Class or Classes with respect to which such Lender is a Declining Lender) to an assignee (other than an Ineligible Institution) 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 AgentAgent (and in circumstances where its consent would be required under Section 9.04, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim under Section 2.14, such assignment will result in the availability of Eurocurrency Borrowings or Eurocurrency Loans in the Agreed Currency, as applicable, from the replacement lender, (iv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, payments and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Declining Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consentMaturity Date Extension Request. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax or additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such 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 Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the any Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or 2.17, (iii) any Lender is shall deliver a notice of illegality to the Company pursuant to Section 2.20, (iv) any Lender becomes a Declining Lender, (v) any Lender becomes a Defaulting Lender, (vi) any Lender or is a Non-Consenting LenderExtended Lender or (vii) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 10.02 requires the consent of all the Lenders and with respect to which the Required Lenders shall have granted their consent, then the Borrower 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 9.0410.04), all its interests, rights (other than its existing rights to payments payment pursuant to Section 2.12 2.15 or Section 2.142.17) and obligations under this Agreement and the (other Loan Documents than any outstanding Competitive Loans held by it) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (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 or delayedwithheld, (iiB) such 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 and under (if applicable, in each case only to the other Loan Documentsextent such amounts relate to its interests as a Lender of a particular Class), from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assignedamounts), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, 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 (ivand hereby is deemed to have consented) to the extension of the Maturity Date specified in the applicable Maturity Extension Request, (D) in the case of any such assignment and delegation in respect of a Non-Extended Lender, the assignee shall have consented to the conversion of the Non-Extended Commitment subject to such assignment and delegation pursuant to Section 2.09(d)(ii) and, substantially concurrently therewith, the Company, such assignee and the Administrative Agent shall have entered into the written agreement referred to in Section 2.08(d)(ii) effecting such conversion, (E) such assignment does not conflict with applicable law, law and (vF) in the case of any such assignment and delegation resulting from the failure to provide a Lender becoming consent to a Non-Consenting Lenderproposed amendment, (x) waiver, discharge or termination, the applicable assignee shall have consented togiven such consent and, or shall consent toas a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver waiver, discharge or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consenttermination can be effected. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) . Each Lender hereby grants party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Company, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the Lender required to execute make such assignment and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out of pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i1) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may be, in the future and (ii2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender ii) requests compensation under Section 2.12, (ii) or if the Borrower is required to pay any Indemnified Tax or additional amount make a payment to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (2.14, iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, or iv) refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; 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 9.04, with the Borrower or the replacement Lender paying the processing and recording fee), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts such assignment); provided that (iw) the Borrower shall have received the prior written consent of the Administrative AgentAgent to such assignment (to the extent such consent would otherwise be required pursuant to Section 9.04 or the definition of “Eligible Assignees”), which consent shall not unreasonably be withheld or delayedwithheld, (iix) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts) (in the case of a Defaulting Lender, excluding, for the avoidance of doubt, any amount to which such Defaulting Lender is not entitled in accordance with Section 2.17), (iiiy) 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 reduction in or elimination of such compensation or payments, (iv) such assignment does not conflict with applicable law, payments in the future and (vz) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lenderclause (iii) above, (x) the applicable such assignee shall have consented to, or shall consent to, the applicable consents to such amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consentother modification. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a1) If any Lender requests compensation under Section 2.12, or if the Borrower is isBorrowers are required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall will 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 Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may beapplicable, in the future and (iib) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower BorrowerBorrowers hereby agrees agreesagree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b2) If (i) any Lender requests compensation under Section 2.122.12 or is a Defaulting Lender,2.12, (ii) or if the Borrower is isBorrowers are required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-Consenting Lender2.14, then the Borrower BorrowerBorrowers may, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Agent, either (a) prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)) or (b) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee that shall will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) in the case of clause (b) above, the Lead Borrower shall have has received the prior written consent of the Administrative Agent, which consent shall will not unreasonably be withheld or delayedwithheld, if a consent by the Administrative Agent would be required under Section 10.04 for an assignment of Term Loans to such assignee, (ii) such Lender shall have has 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower BorrowerBorrowers (in the case of all other amounts so assigned), amounts) and (iii) 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 reduction in such compensation or payments. Nothing in this Section 2.16 will be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. (3) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 10.08, requires the consent of such Lender and with respect to which the Required Lenders have granted their consent, then the BorrowerBorrowers will have the right (ivunless such Non-Consenting Lender grants such consent) at its sole expense, to either (a) prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)) or (b)their sole expense, to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Term Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent if a consent by the Administrative Agent would be required under Section 10.04 for an assignment does not conflict of Term Loans to such Assignee; provided that (i) all Obligations of the BorrowerBorrowers owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.12, 2.13 or 2.14) being removed or replaced will be paid in full to such Non-Consenting Lender concurrently with applicable law, such removal or assignment and (vii) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect above, the replacement Lender will purchase the foregoing by paying to all such Non-Consenting Lenders relating Lender a price equal to the applicable amendmentprincipal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender will be necessary in connection with such removal or assignment, waiver or consentin the case of clause (b) above, which shall be immediately and automatically effective upon payment of such purchase price. A In connection with any such assignment, the BorrowerBorrowers, the Administrative Agent, such Non-Consenting Lender shall and the replacement Lender will otherwise comply with Section 10.04; provided that if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after the Lead Borrower’s request, compliance with Section 10.04 will not be required to make any effect such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyassignment. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.13, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.13 or Section 2.142.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.13, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-Consenting Lender2.15, then the Borrower may, at its sole expense and efforteffort (including the payment by the Borrower of the fee specified in Section 10.04(b)(ii)(C)), 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 9.0410.04), all its interests, rights (other than its existing rights to payments payment pursuant to Section 2.12 2.13 or Section 2.14) 2.15 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 accepts 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 delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees (including, without limitation, the commitment fee payable pursuant to the Lender Fee Letter) and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.13 or payments required to be made pursuant to Section 2.142.15, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. . Each party hereto agrees that (ci) Each Lender hereby grants an assignment required pursuant to this clause may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such Lender, as assignor, any Assignment and Assumption documents necessary to effectuate evidence such assignment as reasonably requested by the applicable Lender; provided further that any assignment of such Lender’s interests hereunder in documents shall be without recourse to or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) and obligations under this Agreement and the (other Loan Documents 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayed, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender Credit Party requests compensation under Section 2.123.5, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.143.7, then such Lender Credit Party shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit (or any participation therein) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such LenderCredit Party, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 3.5 or Section 2.143.7, as the case may beapplicable, in the future and (ii) would not subject such Lender Credit Party to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderCredit Party. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender Credit Party in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.123.5, (ii) or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 3.7, in an aggregate amount in excess of $10,000, or (iii) if any Lender is a Defaulting Lender on three or a Non-Consenting Lendermore separate occasions fails to fulfill its obligations to fund any Revolving Loan or to participate in any LC Disbursement, in each case on the Business Day required therefor, then the Borrower may, at its sole expense (including the fees referred to in Section 10.4(b)) 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 9.0410.4), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents Documents, to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and, if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 3.5 or payments required to be made pursuant to Section 2.143.7, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower 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 (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior theretowithin five (5) Business Days after being notified that the Company proposes to require a Lender to make such assignment and delegation hereunder, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a1) If any Lender requests compensation under Section 2.122.15, or if the Borrower any Loan Party is required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, or any amount payable under a Loan Document by a French Loan Party becomes not deductible from that French Loan Party’s taxable income for French tax purposes by reason of that amount being paid or accrued to a Finance Party incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction or paid to an account opened in the name of or for the benefit of that Finance Party in a financial institution situated in a Non-Cooperative Jurisdiction, then such Lender shall use will, in consultation with the relevant Loan Party, take all reasonable efforts steps to mitigate any such consequences, including (but not limited 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 Lender, Affiliates if such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may beapplicable, in the future or avoid such non-tax deductibility for French income tax purposes and (iib) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b2) If (i) any Lender requests compensation under Section 2.122.15 or is a Defaulting Lender, (ii) the or if any Borrower is required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-Consenting Lender2.17, then the Borrower Borrowers may, at its 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 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume assumes such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ia) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent, the Swingline Lender and the Issuing Bank, which consent shall not unreasonably be withheld or delayedwithheld, to the extent the consent of such Person would be required under Section 10.04 for an assignment of Loans to such assignee, (iib) such Lender shall have has received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Borrowers (in the case of all other amounts so assigned), amounts) and (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or paymentspayments thereafter. Nothing in this Section 2.19 will be deemed to prejudice any rights that any Borrower may have against any Lender that is a Defaulting Lender. (3) If any Lender (such Lender, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.08, requires the consent of such Lender with respect to which the Required Lenders have granted their consent, then each Borrower will have the right (xunless such Non-Consenting Lender grants such consent) at its sole expense, to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the applicable assignee shall have consented to, or shall consent toAdministrative Agent, the applicable amendmentSwingline Lender and the Issuing Bank to the extent the consent of such Person would be required under Section 10.04; provided that (a) all Obligations of the Borrowers owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.15, waiver 2.16 or consent 2.17) being removed or replaced will be paid in full to such Non-Consenting Lender concurrently with such assignment and (y) the Borrower exercises its rights pursuant to this clause (b) with respect the replacement Lender will purchase the foregoing by paying to all such Non-Consenting Lenders relating Lender a price equal to the applicable amendmentprincipal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender will be necessary in connection with such removal or assignment, waiver or consentwhich will be immediately and automatically effective upon payment of such purchase price. A In connection with any such assignment, the Borrowers, the Administrative Agent, such Non- Consenting Lender shall and the replacement Lender will otherwise comply with Section 10.04; provided that if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after the Borrowers’ request therefor, compliance with Section 10.04 will not be required to make any effect such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyassignment. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.16, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.16 or Section 2.142.18, as the case may beapplicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.16 or is a Defaulting Lender, (ii) or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-Consenting Lender2.18, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) prepay such Lender’s outstanding Loans hereunder in full on a non-pro rata basis and terminate the Revolving Facility Commitments of such Lender without premium or penalty or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14Sections 2.16 and 2.18) 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 accepts such assignment); provided that (iA) in the case of clause (ii) above, the Borrower shall have received the prior written consent of the Administrative AgentAgent and, with respect to any Revolving Loans and the Issuing Banks, in each case, which consent shall not unreasonably be withheld or delayedwithheld, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.16 or payments required to be made pursuant to Section 2.142.17 or Section 2.18, such assignment will result in a reduction in such compensation or payments, payments and (ivD) such assignment does not conflict with applicable lawApplicable Law. Nothing in this Section 2.20 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 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 the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to either (i) prepay such Xxxxxx’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium (except as provided below) or penalty (including with respect to 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 Term Loans and its Revolving Facility Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent and, in the case of assignments of Revolving Facility Commitments and the Issuing Banks; provided that (A) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued fees and any amounts due under Section 2.11(b), 2.16, 2.17 or 2.18) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (vB) in the case of any assignment resulting from a clause (ii) above, the replacement Lender becoming a shall purchase the foregoing by paying to such Non-Consenting Lender, (x) Lender a price equal to the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver principal amount thereof plus accrued and unpaid interest thereon. No action by or consent and (y) of the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to Lender shall be necessary in connection with such removal or assignment, in the applicable amendmentcase of clause (ii) above, waiver or consentwhich shall be immediately and automatically effective upon payment of such purchase price. A 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 make any effect such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyassignment. (cd) Each Lender hereby grants party hereto agrees that (i) an assignment required pursuant to this Section may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee 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 be deemed to have consented to an irrevocable power be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignorprovided, further that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder or warranty by the parties thereto. (e) Notwithstanding anything in the circumstances contemplated by this Section 2.16to the contrary, (i) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.11.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld withheld, delayed or delayedconditioned, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.14 (other than paragraph (b) thereof), or if the either Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.14 or Section 2.142.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.14 (other than paragraph (b) thereof), (ii) the or if either Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.16, or (iii) if any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Borrowers may, at its 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 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts such assignment); provided that (i) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Borrowers (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.142.16, such assignment will result in a material reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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) 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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iii) 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 reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants acknowledges that such Lender shall be deemed to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) consent to execute and deliver, on behalf of any such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.13(f) or Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.13(f), 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the any Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower 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 (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.13(f) or Section 2.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15 or 2.20, or if the any Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such 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 affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15, 2.17 or Section 2.142.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15 or 2.20, (ii) the Borrower any Loan Party is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or 2.17, (iii) any Lender is a Defaulting Lender, (iv) any Lender or is a Non-Consenting LenderExtending Lender or (v) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 11.02 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where Section 11.02 does not require the consent of the Required Lenders, a majority in interest of the Lenders of the affected Class) shall have granted their consent, then the Borrower 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 9.0411.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14Sections 2.15, 2.17 and 2.20) 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 of a particular Class) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and, if a Commitment or LC Exposure or Swingline Exposure is being assigned, each Issuing Bank or the applicable Swingline Lender, as the case may be), which consent consent, in each case, shall not be unreasonably be withheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and B/As and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under (if applicable, in each case only to the other Loan Documents, extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (to the extent of such outstanding principal principal, funded participations and accrued interest and fees so assignedfees) or the applicable Borrower (in the case of all other amounts so assignedamounts), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or 2.20 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a material reduction in such compensation or payments, (ivD) such assignment does not conflict with applicable law, and (vE) in the case of any such assignment and delegation resulting from a the status of such Lender becoming as a Non-Consenting Extending Lender, (x) the applicable assignee shall have consented toagreed to the applicable Extension and (F) in the case of any such assignment and delegation resulting from the failure to provide a consent, or the assignee shall have given such consent toand, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver waiver, discharge or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consenttermination can be effected. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) . Each Lender hereby grants party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the Lender required to execute make such assignment and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) 3. If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (ba) If (i) any Lender requests compensation under Section 2.122.15, (ii) the or if any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower 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 (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided provided, that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, each Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and (including amounts due under the other Loan DocumentsSection 2.16), from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Borrowers (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, and (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.16, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.16 or Section 2.142.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.16, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.18, or (iii) if any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.16 or Section 2.142.18) and obligations under this Agreement and the other Loan Documents to an assignee in accordance with Section 9.04 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 paid to the Administrative Agent, which consent shall not unreasonably be withheld or delayedAgent the assignment fee (if any) specified in Section 9.04, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.16 or payments required to be made pursuant to Section 2.142.18, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) . Each Lender hereby grants party hereto agrees that an assignment required pursuant to this Section may be effected pursuant to an Assignment and Assumption 76 US 4894648v.16 executed by the Borrower, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) and the assignee and that the affected Lender required to execute and deliver, on behalf of make such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.14, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.14 or Section 2.142.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.14, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.16, or (iii) if any Lender is becomes a Defaulting Lender or 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 delegatedelegate at par, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.14 or Section 2.142.16) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.142.16, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a1) If any Lender requests compensation under Section 2.122.15, or if the Borrower any Loan Party is required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, or any amount payable under a Loan Document by a French Loan Party becomes not deductible from that French Loan Party’s taxable income for French tax purposes by reason of that amount being paid or accrued to a Finance Party incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction or paid to an account opened in the name of or for the benefit of that Finance Party in a financial institution situated in a Non-Cooperative Jurisdiction, then such Lender shall use will, in consultation with the relevant Loan Party, take all reasonable efforts steps to mitigate any such consequences, including (but not limited 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 Lender, Affiliates if such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may beapplicable, in the future or avoid such non-tax deductibility for French income tax purposes and (iib) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b2) If (i) any Lender requests compensation under Section 2.122.15 or is a Defaulting Lender, (ii) the or if any Borrower is required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-Consenting Lender2.17, then the Borrower Borrowers may, at its 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 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume assumes such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ia) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent, the Swingline Lender and the Issuing Bank, which consent shall not unreasonably be withheld or delayedwithheld, to the extent the consent of such Person would be required under Section 10.04 for an assignment of Loans to such assignee, (iib) such Lender shall have has received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Borrowers (in the case of all other amounts so assigned), amounts) and (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or paymentspayments thereafter. Nothing in this Section 2.19 will be deemed to prejudice any rights that any Borrower may have against any Lender that is a Defaulting Lender. (3) If any Lender (such Lender, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 10.08, requires the consent of such Lender with respect to which the Required Lenders have granted their consent, then each Borrower will have the right (xunless such Non-Consenting Lender grants such consent) at its sole expense, to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the applicable assignee shall have consented to, or shall consent toAdministrative Agent, the applicable amendmentSwingline Lender and the Issuing Bank to the extent the consent of such Person would be required under Section 10.04; provided that (a) all Obligations of the Borrowers owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.15, waiver 2.16 or consent 2.17) being removed or replaced will be paid in full to such Non-Consenting Lender concurrently with such assignment and (y) the Borrower exercises its rights pursuant to this clause (b) with respect the replacement Lender will purchase the foregoing by paying to all such Non-Consenting Lenders relating Lender a price equal to the applicable amendmentprincipal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender will be necessary in connection with such removal or assignment, waiver or consentwhich will be immediately and automatically effective upon payment of such purchase price. A In connection with any such assignment, the Borrowers, the Administrative Agent, such Non-Consenting Lender shall and the replacement Lender will otherwise comply with Section 10.04; provided that if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after the Borrowers’ request therefor, compliance with Section 10.04 will not be required to make any effect such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyassignment. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (ba) If (i) any Lender requests compensation under Section 2.122.15, (ii) the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower 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 (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior theretowithin five (5) Business Days after being notified that the Company proposes to require a Lender to make such assignment and delegation hereunder, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) . Each Lender hereby grants party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests and is entitled to compensation under Section 2.12, or if the either Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers jointly and severally hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests and is entitled to compensation under Section 2.12, (ii) the either Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or 2.14, (iii) any Lender is defaults in its obligation to fund Loans hereunder, or (iv) any Lender has not consented to a Defaulting Lender proposed amendment, waiver or a Non-Consenting Lendermodification under this Agreement that requires the consent of all Lenders and which has been approved by the Required Lenders, then the Borrower Borrowers may, at its 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 and consent requirements contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts such assignment); provided that (iA) the Borrower shall have received the prior written consent no Event of the Administrative Agent, which consent shall not unreasonably be withheld or delayedDefault has occurred and is continuing, (iiB) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Borrowers (in the case of all other amounts so assignedamounts), and (iiiC) 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 reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Subject to each Lender’s obligations under Section 2.17(f), each Lender may make any Loan to a Borrower through any lending office; provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. If any Lender requests compensation under Sections 2.15(a) through (d), or with respect to Section 2.122.15(e), gives a notice thereunder, or if the any Borrower is required to indemnify or pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future (or eliminate the need for the notice pursuant to Section 2.15(e)) and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable reasonable, direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15(a) through (d), (ii) the Borrower or if any Loan Party is required to indemnify or pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, and in each case, such Lender has declined or (iii) is unable to designate a different Lending Office in accordance with Section 2.19(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower 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 (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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) 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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iii) 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 reduction in such compensation or payments, (iv) such assignment does not conflict with applicable lawin, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lenderconsents required by, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.Section

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is Borrowers are required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is Borrowers are required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Borrowers may, at its 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 payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower Borrowers shall have received the prior written consent of the Administrative AgentAgent (and in circumstances where its consent would be required under Section 9.04, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld withheld, conditioned or delayed, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Borrowers (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. . Each party hereto agrees that (cx) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.13, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.13 or Section 2.142.15, as the case may beapplicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If In the event (i) any Lender requests compensation under Section 2.122.13 and such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17(a), or (ii) the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.15 and such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17(a), or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lenderan Exiting Bank, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.13 or Section 2.142.15) 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 accepts 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 delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees Fees and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedFees) or the Borrower (in the case of all other amounts so assignedamounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.13 or payments required to be made pursuant to Section 2.142.15, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower any Loan Party is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Loan Parties hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower or if any Loan Party is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Loan Parties may, at its their sole expense and effort, upon notice by the Borrower Representative 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, with the Loan Parties or replacement lender responsible for paying any applicable processing and recordation fee), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower Loan Parties shall have received the prior written consent of the Administrative AgentAgent (and in circumstances where its consent would be required under Section 9.04, each such Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Loan Parties (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. . Each party hereto agrees that (cx) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.a

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment)) and notwithstanding anything in Section 9.04 to the contrary, such assignment and delegation shall be deemed effective with respect to such Lender whether or not such Lender enters into an Assignment and Assumption; provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.14, or if the any Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.16, then such Lender shall use reasonable efforts to file any certificate or document requested by a Borrower or 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, ifif such filing, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.14 or Section 2.142.16, as the case may be, in the future and (ii) in the judgment of such Lender, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or contrary to such Lender's policies. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.14, (ii) the or if any Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.16, or (iii) if any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower 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 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement (other than in respect of outstanding Competitive Loans and the other Loan Documents Letters of Credit issued by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) -------- the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and, if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld or delayedwithheld, (ii) such 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, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the applicable Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.142.16, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the such Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12SECTION 2.15, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14SECTION 2.17, then such Lender shall use reasonable efforts to 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 affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 SECTION 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation asserts that events have occurred suspending its obligation to make or maintain Eurodollar Loans under Section 2.122.14 when substantially all other Lenders have not also done so, (ii) the any Lender requests compensation under SECTION 2.15, (iii) Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 SECTION 2.17, or (iiiiv) any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender Lender, the Canadian Administrative Agent and the Global Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04SECTION 10.4), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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) 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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iii) 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 reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.such

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) and obligations under this Agreement and the (other Loan Documents 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the or if any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17, or (iii) if any Lender is a becomes Defaulting Lender or a Non-Consenting Lender, then the Borrower then, in each case, LMI 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 (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower Borrowers shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, which each Issuing Bank), in each case to the extent such consent shall not unreasonably would be withheld or delayedrequired pursuant to Section 9.04(b), (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the such Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, payments and (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the such Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.06, or if the Borrower each Account Party is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.06 or Section 2.12, then such Lender 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 Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.06 or Section 2.142.12, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Each Account Party hereby jointly and severally agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.06, (ii) the Borrower or if each Account Party is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.06 or (iii) any Lender is a Defaulting Lender or a Non-Consenting LenderSection 2.12, then then, in each case, the Borrower mayCompany, at its sole expense and effort, upon notice shall have the right, if no Default or Event of Default then exists, to replace such Lender and (the "Replaced Lender"), with one or more Person or Persons (collectively, the "Replacement Lender") reasonably acceptable to the Administrative Agent, require such Agent at which time the Replaced Lender to shall assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and to the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Replacement Lender, if a Lender accepts such assignment); provided that (i) at the Borrower time of any replacement pursuant to this Section 2.14, the Replacement Lender and the Replaced Lender shall 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 sum of (A) an amount equal to 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 (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 the Credit Documents 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), shall be paid in full to such Replaced Lender concurrently with such replacement; (iii) no assignment pursuant to this Section 2.14 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 AgentAgent and each Fronting Lender, which consent consents shall not be unreasonably be withheld or delayed, ; (iiv) 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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iii) 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 reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, ; and (vvi) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A no Lender shall not be required to make any such assignment or delegation become a Replaced Lender if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower 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 (ci) Each and (ii) above and the return, and cancellation and exchange of each then outstanding Several Letter of Credit as provided above, the Replacement Lender hereby grants shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions applicable to the Administrative Agent an irrevocable power Replaced Lender under this Agreement, which shall survive as to such Replaced Lender. For the avoidance of attorney (which power is coupled doubt, no Replaced Lender shall be required to execute, sign or deliver any document or assignment in order to be replaced in accordance with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.162.14.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the any Borrower is required to pay any Indemnified Tax Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Holdings 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 (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (ix) the Borrower Holdings shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned to an assignee that is not a Revolving Lender, the Issuing Bank and the Swingline Lender) with respect to any assignee that is a Revolving Lender, which consent shall not unreasonably be withheld or delayedwithheld, (iiy) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Holdings (in the case of all other amounts so assigned), amounts) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Holdings to require such assignment and delegation cease to apply. . Each party hereto agrees that (ca) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts 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 delayedwithheld, (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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 Sections 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received received, to the extent required under Section 9.04, the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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) . Each Lender hereby grants party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the any Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower 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 (other than its existing rights to payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower Company (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayed, (ii) 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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or 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. . Each party hereto agrees that (ca) Each Lender hereby grants an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an irrevocable power 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 be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of attorney (which power is coupled with an interest) any such assignment, the other parties to such assignment agree to execute and deliver, on behalf of deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, as assignor, provided that any Assignment and Assumption necessary such documents shall be without recourse to effectuate any assignment of such Lender’s interests hereunder in or warranty by the circumstances contemplated by this Section 2.16parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) 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 accepts 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) 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 and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iii) 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 reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.,

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is becomes a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 Sections 2.15 or Section 2.142.17) 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 accepts 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 delayedwithheld, (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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assigned), amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior theretowithin five (5) Business Days after being notified that the Borrower proposes to require a Lender to make such assignment and delegation hereunder, 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) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.142.17, then such 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 Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.15 or Section 2.142.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (ba) If (i) any Lender requests compensation under Section 2.122.15, (ii) the Borrower is required to pay any Indemnified Tax Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 2.17 or (iii) any Lender is a Defaulting Lender or 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 and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.15 or Section 2.142.17) 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 accepts 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 withheld, conditioned or delayed, (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 and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assignedfees) or the Borrower (in the case of all other amounts so assignedamounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.142.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable lawRequirements of Law, and (v) in the case of any an assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.or