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

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and fees, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.153.1, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.173.6, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 3.1 or 2.173.6, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If any Lender (i) any Lender requests compensation under Section 2.153.1, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.173.6, (ii) is or becomes a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any Lender becomes a Defaulting Lender (other provision of any such Lender referred Loan Document requires the consent of all affected Lenders and with respect to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)which the Required Lenders shall have granted their consent, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender (a “Replaced Lender”) to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0413.1), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee (a “Replacement Lender”) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksLC Issuers), which consent shall not unreasonably be withheld, (ii) such Replaced Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Facility LC Disbursements and Swingline SwinglineSwing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee assigneeReplacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 3.1 or payments required to be made pursuant to Section 2.173.6, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. (c) Notwithstanding any Departingsuch Replaced Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.7, the DepartingReplaced Lender shall cease to be a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the DepartingReplaced Lender by the Replacement Lender of all amounts set forth in this Section 3.7 without any further action of the DepartingReplaced Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender (or any of its Participants) requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender (or any of its Participants) or any Governmental Authority for the account of any Lender (or any of its Participants) pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender, a Disqualified Institution or a Designated Person or invokes Section 2.27, (iv) any Revolving Lender shall reject a requested additional Alternative Currency, (v) the credit (or similar) rating of any Revolving Lender (or any such Lender referred to in clause Parent thereof) by one or more of S&P or Xxxxx’x or any other nationally recognized statistical rating organization shall at any time be lower than BBB/Baa2 (ior the equivalent), (iivi) any Revolving Lender (or any Lender Parent thereof) shall at any time have no credit (or similar) rating in effect by at least one such organization, (vii) as to any Lender, any Lender or its Lender Parent has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), (viii) any Lender that is a Swingline Lender or an L/C Issuer shall (A) resign in its capacity as such, (B) fail to promptly approve the assignment of a Revolving Commitment that the Administrative Agent has approved as contemplated by clause (x) of the proviso below or (iiiC) above being hereinafter referred fail to promptly approve an Additional Lender that the Administrative Agent has approved in the case of any Incremental Facilities as contemplated by Section 2.20 or (ix) any Lender is an “Affected Lender”)Ineligible Institution at the time it becomes a Lender or any Lender assigns or participates (or purports to assign or participate) all or any portion of its Loans and/or Commitments to an Ineligible Institution or a Disqualified Institution in violation of Section 9.04 without the written consent of the Borrower, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) to the Company extent such consent would be required pursuant to Section 9.04(b), the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing BanksL/C Issuers and the Swingline Lenders), which consent shall not unreasonably be withheld, delayed or conditioned, and (y) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts). 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 (iiib) 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 case terms thereof; provided that, following the effectiveness of any such assignment resulting from a claim for compensation under Section 2.15 or payments required assignment, the other parties to be made pursuant to Section 2.17, such assignment will result in a reduction in agree to execute and deliver such compensation or payments. A Lender shall not be required documents necessary to make evidence such assignment as reasonably requested by the applicable Lender; provided that any such assignment and delegation if, prior documents shall be without recourse to or warranty by the parties thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation any payments under Section 2.15, if it becomes illegal for any Lender to continue to fund or make any LIBOR Loan and such Lender notifies the Borrower pursuant to Section 2.10, or if a the Borrower is required to pay any Indemnified Taxes or any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so)assignment and delegation. (ba) If (i) any Lender requests compensation any payments under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) it becomes illegal for any Lender to continue to fund or make any LIBOR Loan and such Lender notifies the Borrower pursuant to Section 2.10 or (iiiiv) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Non‑Consenting Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04, with the Borrower or the replacement Lender paying any applicable processing or recordation fees), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (A) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld), (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or paymentspayments and (D) in the case of any such assignment and delegation resulting from the status of such Lender as a Non‑Consenting Lender, such assignment, together with any assignments by other Non‑Consenting Lenders, will enable the Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. Each 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 and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then then: (a) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 Company Each of the Borrowers hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment); provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so).and (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrowing Representative may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, require such Lender or any Lender that defaults in its obligation to fund Loans hereunder (herein, a "Departing Lender"), upon notice to such the Departing Lender and the applicable Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that the Company (i) such Borrowing Representative shall have received the prior written consent of the applicable Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, such (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower relevant Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 2.14 or 2.172.16, 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 Company Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i)Lender, (ii) or (iiiiv) above being hereinafter referred any Lender does not consent to as an “Affected Lender”)extension of the Maturity Date pursuant to Section 2.20 if the Required Lenders have agreed to do so, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received 5-YEAR REVOLVING CREDIT AGREEMENT the prior written consent of the Administrative Agent (and and, if a Commitment is being assigned, each Issuing Bank and the Issuing Banks), Swingline Lender) which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.13, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.15, then such Lender shall shall, upon the request of such Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.13 or 2.172.15, 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 Company Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so).. Credit Agreement ---------------- 30 (b) If (i) any Lender (or any Participant in Loans made by such Lender) requests compensation under Section 2.152.13, or (ii) if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender (or any Participant in Loans made by such Lender) or any Governmental Authority for the account of any Lender (or any Participant in Loans made by such Lender) pursuant to Section 2.172.15, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline (other than Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable relevant Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.13 or payments required to be made pursuant to Section 2.172.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender gives a notice pursuant to Section 2.22, then at the request of the Borrower such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 or 2.17, as the case may be, in the future or eliminate the need for the notice pursuant to Section 2.22, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (iw) any Lender requests compensation under Section 2.15, or (iix) any if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iiiy) if any Lender becomes Defaulting Lender, or (z) any Lender becomes a Defaulting has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 9.02, requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, and, in each case under clauses (any w) and (x), such Lender referred has declined or is unable to designate a different lending office in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”accordance with Section 2.19(a), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice by the Borrower to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the each Issuing Banks)Bank) if such assignee is not a Lender, which consent shall not unreasonably be withheld, (ii) subject to the Borrower’s rights with respect to Defaulting Lenders under Section 2.20 hereof, such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.16) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in or elimination of such compensation or payments, (iv) in the case of any such assignment resulting from a Lender’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent, (v) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.04(b) and (vi) such assignment does not conflict with applicable law. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 2.19 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall 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, further that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section 2.19 to 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 8.06.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.12, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.12 or 2.172.14, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.12, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 Section 2.12 or 2.172.14) and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a such Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.12 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a material reduction in such compensation compensation, payments or paymentsadditional interest and (iv) such assignment does not conflict with applicable law. Each party hereto agrees that (A) an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an electronic platform as to which the Administrative Agent and such parties are participants) and (B) the Lender required to make such assignment and delegation 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 any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as may be reasonably requested by such Xxxxxx, provided, however, that such documents shall be without recourse to or warranty by the parties thereto. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.16, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.16 or 2.17Section 2.18, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.16, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.18 or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the Financing 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 (A) the Company Borrower shall have received the prior written consent of paid to the Administrative Agent the assignment fees (and if a Commitment is being assignedany) specified in Section 9.04, the Issuing Banks), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.18, such assignment will result in a reduction in such compensation or paymentspayments and (D) such assignment does not conflict with applicable Governmental Rules. A Lender shall not be required to make any such 59 Cleco Corporate Holdings LLC Credit Agreement assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. In the event that a Lender being replaced hereunder does not execute an Assignment and Assumption pursuant to this Section within three (3) Business Days after receipt by such Lender of a notice of replacement pursuant to this Section, the Administrative Agent shall be entitled (but not obligated) to execute such an Assignment and Assumption on behalf of such Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the replacement Lender shall be effective for purposes of this Agreement.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.16, or if a Borrower any Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.18, or if any Lender gives notice under Section 2.24, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.16 or 2.17Section 2.18, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 2.24, as applicable, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.16, or (ii) if any Borrower Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.18, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or (iii) if any Lender of any Class becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another LenderLender of such Class, if a Lender accepts such assignment); provided that (A) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.18, such assignment will result in a reduction in such compensation or paymentspayments or (ii) so long as no Default or Event of Default shall have occurred and be continuing, (A) terminate the applicable Commitment of such Lender, and (B) repay at par all applicable obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date. A Lender shall not be required to make any such assignment and delegation or be subject to such termination, as applicable, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation or termination cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, if the Administrative Agent delivers a notice contemplated by Section 2.13 (other than such a notice applicable to all Lenders), or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 2.14 or 2.172.16 or would cause Eurodollar Borrowings to be available, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, if Eurodollar Borrowings become unavailable from less than all of the Lenders under Section 2.13 or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and and, if a Revolving Commitment is being assigned, the Issuing BanksBank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) hereunder and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14, the unavailability of Eurodollar Borrowings under Section 2.13 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or paymentspayments of the availability of Eurodollar Borrowings from the applicable assignee. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. (c) If any Lender (a “Non-Consenting Lender”) refuses to consent to an amendment to or waiver of any Credit Document or provision thereof, which amendment or waiver requires unanimous consent of all the Lenders, or all the Lenders making Loans of a particular Class or Type, in order to be effective, then the Administrative Agent may or the Borrower may (but neither shall be obligated to), upon notice to the Non-Consenting Lender (and the Administrative Agent, if applicable), require the Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all of its interests, rights, duties and obligations under this Agreement and the Credit Documents to an assignee that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that: (i) if it is an assignment at the request of the Borrower, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Lender and the Swingline Lender), which consents shall not unreasonably be withheld, (ii) if it is an assignment at the request of the Administrative Agent and there is no Event of Default, the Borrower shall have consented to such assignment (and if aRevolving Commitment is being assigned, the Issuing Lender and the Swingline Lender) which consents shall not be unreasonably withheld, (iii) the interests, rights, duties and obligations of all Non-Consenting Lenders are similarly assigned, and (iv) the Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of (and participation interests in) its Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 (i10) would eliminate or reduce amounts payable pursuant to Sections Section 2.15 or 2.17, as the case may be, in the future and (ii11) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT Loans hereunder, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (12) the Company Borrower shall have received the prior written consent of the Administrative Agent (and and, if a Commitment is being assigned, the Issuing Banks), Bank) which consent shall not unreasonably be withheld, (13) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii14) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.12, or if a Borrower the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, then such Lender shall (at the request of the Company) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.12 or 2.172.14, 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so)assignment and delegation. (ba) If (i) any Lender requests compensation under Section 2.152.12, or (ii) any Borrower the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, or (iii) any Lender becomes has become a Defaulting Lender (any such Lender referred to in clause (i)Lender, (iiiv) any Lender has become a Declining Lender or (iiiv) above being hereinafter referred any Lender has failed to as an “Affected Lender”)consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 Section 2.12 or 2.172.14) 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) 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 (A) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not be unreasonably be withheld, delayed or conditioned, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued and fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.15 2.12 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law, (E) in the case of any such assignment and delegation by a Declining Lender, the assignee shall have agreed to the requested extension of the Maturity Date and (F) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease have ceased to apply. Each 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 and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, if any amount becomes payable by any Borrower under paragraph 3 of Exhibit F, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to file any certificate or document requested by the Company (consistent with legal and regulatory restrictions), to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such Lender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.14, paragraph 3 of Exhibit F or 2.17Section 2.16, 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, (iii) the Company determines that the Additional Cost Rate (as defined in Exhibit F) for any Lender is higher than the majority of the other Lenders by an amount that the Company deems material, (iv) any Lender is a Defaulting Lender, or (iiiv) any Lender becomes a Defaulting Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to so long as an “Affected Lender”the consent of the Required Lenders has been obtained), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.048.4, it being agreed the assigning Lender shall be deemed to have consented to an Assignment and Assumption and shall not be required to execute an Assignment and Assumption), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a such Lender accepts such assignment); provided that (A) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheldwithheld and shall not be required in connection with an assignment to another Lender, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the each applicable Borrower (in the case of all other amounts) and ), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender , (D) in the case of an assignment pursuant to clause (iv) above, no Default or Event of Default shall not have occurred and be required continuing and (E) the Administrative Agent shall have received from the Company a processing and recordation fee of $3,500 with respect to make any each such assignment and delegation if, prior thereto, as to a result of Person which is not then a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to applyLender.

Mitigation Obligations; Replacement of Lenders. ​ (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 or 2.17, as the case may be, Section 2.16 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so).. ​ (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, if the Borrower is required to make any payment pursuant to Section 2.14, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17Section 2.16) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and and, if a Tranche A Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such ​ ​ assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts under Section 2.15), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseXxxxxx, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.17 or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (y) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a Borrower any Obligor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 Company hereby agrees Parent shall pay, or cause to pay be paid, all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) if any Borrower Obligor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender, or any Lender (suspends its obligation to fund Eurodollar Loans or Alternative Currency Loans pursuant to Section 2.13, or any such Lender referred refuses to in clause (i)consent to an amendment, (ii) modification or (iii) above being hereinafter referred waiver of this Agreement that requires consent of 100% of the Lenders pursuant to as an “Affected Lender”)Section 10.02, or if any Lender delivers a notice of illegality pursuant to Section 2.21, then the Company Parent may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Parent shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assignedAgent, the Issuing BanksLender and the Swingline Lender, in each case, to the extent such consent would be required for an assignment pursuant to Section 10.04(b), which consent shall not be unreasonably be withheld, (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, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will is expected to result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Parent to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall consult with the Company regarding any actions that could be taken to reduce amounts payable under such Sections and the costs of taking such actions and shall, at the request of the Company following such consultations, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The 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; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iiiiv) above being hereinafter referred any Lender delivers a Notice of Illegality pursuant to as an “Affected Lender”)Section 2.20, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not be unreasonably be withheld, (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, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) Company and (iii) in the case of any such assignment and delegation resulting from the delivery of a claim for compensation Notice of Illegality under Section 2.15 2.20, it shall not be unlawful under Federal or payments required applicable state or foreign law for the assignee to be made pursuant make Loans or otherwise extend credit to Section 2.17, or do business with the Subsidiary in respect of which such assignment will result in a reduction in such compensation or paymentsNotice of Illegality has been delivered. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.1510.2, or if a requires Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.1710.1, then such Lender shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections 2.15 Section 10.1 or 2.1710.2, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.1510.2, or (ii) any if Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.1710.1, or (iii) if any Lender becomes is a Defaulting Lender (any such hereunder, or other circumstance exists hereunder that gives Borrower the right to replace a Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)a party hereto, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 9.049.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement and the 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 the Company that: (i) Borrower shall have received paid to Agent the prior written consent of the Administrative Agent assignment fee specified in Section 9.6; (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 10.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 10.2 or payments required to be made pursuant to Section 2.1710.1, such assignment will result in a reduction in such compensation or paymentspayments thereafter; and (iv) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or the Issuing Lender requests compensation under Section 2.152.14, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or the Issuing Lender or any Governmental Authority for the account of any Lender or the Issuing Lender pursuant to Section 2.172.16, then such Lender or the Issuing Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter Letters of Credit affected by such eventhereunder, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender or the Issuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.14 or 2.172.16, as the case may be, in the future and (ii) would not subject such Lender or the Issuing Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and and, if a Revolving Credit Commitment is being assigned, the Issuing BanksLender), which consent consents shall not unreasonably be withheldwithheld 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 LoansDisbursements), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. (c) If a Lender (a "Non-Consenting Lender") refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 10.2, requires consent of 100% of the Lenders (any such Lender, a "Subject Lender"), so long as (i) no Event of Default shall have occurred and be continuing and the Borrower has obtained a written commitment from another Lender or an Eligible Assignee to purchase at par (plus accrued interest, fees and other amounts payable to the Subject Lender hereunder) the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements satisfactory to such Issuing Lender (such as a "back-to-back" letter of credit) are made), (iii) at such time there is no more than one Non-Consenting Lender and (iv) if applicable, the Subject Lender is unwilling to withdraw its refusal to consent within 2 Business Days after receipt by the Subject Lender and Administrative Agent of a written request to do so from the Borrower, the Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Section 10.4, provided that, prior to or concurrently with such replacement, (1) the Borrower has paid to the Subject Lender all amounts required to be paid to such Lender under this Agreement through the effective date of the assignment, (2) the processing fee required to be paid by Section 10.4(b)(iv) shall have been paid by the Borrower or the Assignee to Administrative Agent, (3) all of the requirements for such assignment contained in Section 10.4, including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment and Acceptance Agreement (which each Subject Lender shall be obligated to provide with respect to its interest in the Loans in connection with the Borrower's exercise of its rights under this subsection) and other supporting documents, have been fulfilled and (4) each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender. Notwithstanding the foregoing no Subject Lender shall be obligated to assign its Loans unless such Subject Lender receives payment of the purchase price and all other amounts described in clause (i) above as a condition to such assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit 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 Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender, or if any Lender (any such Lender referred to in clause (i)Lender, (ii) or (iii) above being hereinafter referred to as an a “Affected Non-Consenting Lender”)) has failed to consent to a proposed amendment, consent or waiver that under Section 10.02 requires the consent of all Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including amounts payable pursuant to Section 2.16(d)), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iii) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a material reduction in such compensation compensation, payments or payments. A additional interest, and (iv) in the case of any assignment and delegation resulting from a Lender becoming a Non-Consenting Lender (A) the Administrative Agent shall have given its prior written consent to such assignment (which consent shall not be required to make unreasonably withheld or delayed), (B) if any such Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption pursuant to Section 10.04(b) reflecting such assignment within five Business Days of the date on which the applicable assignee executes and delegation ifdelivers such Assignment and Assumption to such Non-Consenting Lender, prior theretothen such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of such Non-Consenting Lender, as a result of a waiver by whereupon such assignment shall become effective upon payment to such Lender of all amounts owing to such Lender under clause (b)(ii) above (which amounts shall be calculated by the Administrative Agent and shall be conclusive absent manifest error) and compliance with the other applicable requirements pursuant to Section 10.04(b) and (C) the applicable assignee shall be deemed to have consented to the applicable amendment, waiver or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to applyconsent.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Borrower is required to pay any additional interest to any Lender pursuant to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.15, 2.17 or 2.17, 2.21 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 Company Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Borrower is required to pay any additional interest to any Lender becomes a Defaulting pursuant to Section 2.21, or if any Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another 60 55 Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline (other than Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.172.17 or additional interest required pursuant to Section 2.21, such assignment will result in a material reduction in such compensation compensation, payments or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to applyadditional interest.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a Borrower any Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, 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 Company relevant Loan Party hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) if any Borrower Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company such Loan Party may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that the Company (i) such Loan Party shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower such Loan Party (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Nothing in this Section 2.19 or in any other provision of this Agreement shall be deemed to prejudice any rights that any Loan Party 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 provided no Event of Default then exists, the Company shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that: (a) all Obligations of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the Borrowers, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.08, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.10, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.08 or 2.172.10, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.08, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.10, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) fund Loans hereunder or (iiiiv) above being hereinafter referred in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as an “Affected Lender”)contemplated by Section 9.02, the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.08 or payments required to be made pursuant to Section 2.172.10, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any if Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes defaults in its obligation to fund Loans hereunder, or if any Lender is a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)hereunder, then the Company may, in addition to any other rights the Company Borrower may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse or expense to, or warranty by, such Lender (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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee designated by Borrower which meets the requirements of Section 10.4(b) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that the Company (i) Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts), (iii) the assignee and assignor shall have entered into an Assignment and Acceptance, and (iiiiv) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.17 or any event gives rise to the operation of Section 2.23, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.15 or 2.172.17 or mitigate the applicability of Section 2.23, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.15 or gives notice under Section 2.23, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.17 or (iii) any Lender becomes is a Disqualified Lender or Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement 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 (A) the Company Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving Commitment is being assignedassigned and delegated, the each Issuing BanksBank and Swingline Lender), which consent consents, in each case, shall not unreasonably be withheldwithheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder, hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts, including amounts payable pursuant to Section 2.11(k)) (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (iiiD) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.15, or payments required to be made pursuant to Section 2.172.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseotherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. Each 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 and that the Lender required to make such assignment need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender fails to approve any consent, waiver or modification of this Agreement or any other Loan Document which requires the approval of all Lenders or each affected Lender and has been approved by the Required Lenders (any and provided such Lender referred to consent, waiver or modification could be effected as a result of the assignment and delegation contemplated in clause (ithis paragraph), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company maythen, in addition to any other rights each case, the Company may have hereunder or under applicable LawBorrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (y) 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, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes additional amount to any Lender under Section 2.14 or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such eventhereunder, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, to file any certificate or document reasonably requested by the Borrower or to take other reasonable measures, if, in the judgment of such Lender, such designation designation, assignment, filing or assignment other measures (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.14 or 2.172.16, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such . Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (pursuant to the extent such Lender has the right under such similar credit facilities to do so)Section 2.14 or 2.16. (b) If (i) If, after the Effective Date, any Lender requests compensation under Section 2.15, 2.14 or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (i) terminate such Lender’s DDTL Commitment and prepay such Lender’s outstanding Loans or (ii) require such Lender to assign and delegate at par plus accrued interests and feesassign, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.02), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), in any case as of a 1005968021v14 Business Day specified in such notice from the Borrower; provided that the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, i) such terminated or assigning 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 due, owing and payable to it hereunderhereunder at the time of such termination or assignment, from the assignee (to the extent of such outstanding principal and accrued interest and feesfees in the case of an assignment) or the applicable Borrower (in the case of all other amounts) and (iiiii) in the case of any such an assignment resulting from a claim for compensation under Section 2.15 or due to payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.17, or if a Borrower is required to pay any Indemnified Taxes or additional amounts other amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.172.19, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter Letters of Credit affected by such event, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the reasonable judgment of such LenderLender or Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.17 or 2.172.19, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or Issuing Bank. The Company applicable Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender (or any Participant in the Loans held by such Lender) requests compensation under Section 2.152.17, or (ii) any if a Borrower is required to pay any Indemnified Taxes or additional amounts other amount to any Lender (or its Participant) or any Governmental Authority for the account of any Lender pursuant to Section 2.172.19, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company applicable Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.049.4), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Company applicable Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assignedeach Issuing Bank, to the Issuing Banks)extent consent for an Assignment and Assumption would be required by such Person pursuant to Section 9.4, which consent consent, in each case, shall not be unreasonably be withheld, conditioned or delayed, (B) 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 LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.17 or payments required to be made pursuant to Section 2.172.19, such assignment will result in a reduction in such compensation or payments, or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date. A Lender shall not be required to make any such assignment and delegation delegation, or to have its Commitments terminated and its obligations hereunder repaid, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company applicable Borrower to require such assignment and delegation delegation, or to terminate such Commitments and repay such obligations, cease to apply. (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 9.2 requires the consent of all of the Lenders or all affected Lenders or all Lenders or all affected Lenders of a certain Class or Classes or with respect to a certain Class or Classes of the Loans and with respect to which the Required Lenders or the Majority Facility Lenders with respect to the applicable Class or Classes shall have granted their consent, then the applicable Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to either (i) replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign all or the affected portion of its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (A) all Obligations (other than Obligations in respect of any Specified Hedge Agreements, Cash Management Obligations, contingent reimbursement and indemnification obligations, in each case, which are not due and payable) of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment (including any amount owed pursuant to Section 2.12(e), if applicable), (B) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon, (C) in connection with any such assignment the Borrowers, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.4 (including obtaining the consent of the Administrative Agent and each Issuing Bank if so required thereunder); provided that, if the required Assignment and Assumption is not executed and delivered by such Non-Consenting Lender, such Non-Consenting Lender will be unconditionally and irrevocably deemed to have executed and delivered such Assignment and Assumption as of the date such Non-Consenting Lender receives payment in full of the Obligations (other than Obligations in respect of any Specified Hedge Agreements, Cash Management Obligations, contingent reimbursement and indemnification obligations, in each case, which are not due and payable) of the Borrowers owing to such Non-Consenting Lender, (D) the replacement Lender shall pay any processing and recordation fee referred to in Section 9.4(b)(ii)(C), if applicable, in accordance with the terms of such Section and (E) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination, or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Non-Consenting Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Non-Consenting Lender as of such termination date; provided that such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable waiver or amendment of the applicable Loan Document or Loan Documents.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iiiiv) above being hereinafter referred to as an “Affected Lender”)any Lender is a Declining Lender under Section 2.23, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.15, (ii) any Lender cannot fund or if maintain a Eurodollar Loan pursuant to Section 2.20, or (iii) the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 (i1) would eliminate or reduce amounts payable pursuant to Sections Section 2.15 or Section 2.17, as the case may be, in the future, (2) would allow such Lender to fund Eurodollar Loans in the future and (ii3) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes is a Defaulting Lender or a Notifying Lender, (iv) any Lender fails to execute and deliver any amendment, consent or waiver to any Loan Document requested by the Borrower by the date specified by the Borrower (or gives the Borrower or the Administrative Agent written notice prior to such Lender referred date of its intention not to in clause (ido so), (iiv) any Lender delivers a notice to the Borrower and/or the Administrative Agent pursuant to Section 2.20, or (iiivi) above being hereinafter referred any Lender shall fail to as an “Affected Lender”)agree to extend the Maturity Date pursuant to Section 2.21, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (1) to the Company extent required under Section 9.04, the Borrower shall have received the prior written consent of the Administrative Agent (Agent, each Issuing Bank and if a Commitment is being assigned, the Issuing BanksSwingline Lender), which consent (or consents) shall not unreasonably be withheld, conditioned or delayed, (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Borrower, as applicable, (3) in the case of all other amounts) any such assignment resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and any contemporaneous assignments and consents, the applicable amendment, modification, waiver or consent can be effected and (iii4) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Each 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 and the assignee, and that the Lender required to make such assignment and delegation need not be a party thereto (it being understood and agreed that such Lender shall not be required deemed to make any the representations and warranties in such assignment Assignment and delegation if, prior thereto, as a result of a waiver by Assumption if such Lender or otherwise, the circumstances entitling the Company to require has not executed such assignment Assignment and delegation cease to applyAssumption).

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.155.02, or if a Borrower is the Borrowers are required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.174.06, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 5.02 or 2.174.06, 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 Company Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.155.02, or (ii) any Borrower is if the Borrowers are required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.174.06, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i)Lender, (ii) or (iii) above being hereinafter referred to as an “Affected Lender”if the Borrowers exercise their replacement rights under Section 12.04(d), then the Company Borrowers may, in addition to any other rights the Company may have hereunder or under applicable Law, at its their sole expense and effort, upon notice from the Parent Borrower to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0412.06), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Parent Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 5.02 or payments required to be made pursuant to Section 2.174.06, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrowers to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.152.13, or if a Borrower (ii) any Loan Party is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.15, or (iii) any Lender is a Defaulting Lender, then such Lender shall (at the request of the Loan Party) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.13 or 2.172.15, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.13, or (ii) any if the Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.15, or (iii) if any Lender becomes is a Defaulting Lender, or if any Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected is a Non-Extending Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, i) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.13 or payments required to be made pursuant to Section 2.172.15, such assignment will result in a reduction in such compensation or payments. A Nothing in this Section 2.17 shall be deemed to prejudice any rights that any Loan Party 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 provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans hereunder to one or more assignees reasonably acceptable (other than with respect to any assignee that is a Lender, an Affiliate of a Lender or an Approved Fund) to the Administrative Agent, provided, that, (i) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment and (ii) the replacement Lender shall not be required purchase the foregoing by paying to make such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwisethe Borrower, the circumstances entitling Administrative Agent, such Non-Consenting Lender and the Company to require such assignment and delegation cease to applyreplacement Lender shall otherwise comply with Section 9.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, as the case may be, in the future and (ii) would not subject not, in the reasonable judgment of such Lender, require such Lender to any incur an unreimbursed out-of-pocket cost or expense and would not otherwise expense, or a legal or regulatory disadvantage, determined by such Lender to be disadvantageous to such Lendermaterial. The Company 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; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any if the Borrower is required to pay any Indemnified Taxes additional amount or additional amounts indemnity payment to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes defaults in its obligation to fund Loans hereunder, or if any Lender fails to consent to a Defaulting Lender (any such Lender referred proposed amendment or waiver which is consented to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), by the Required Holders but which requires a unanimous approval of all Lenders then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements (other than Competitive Loans) and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.13, or if a Borrower the Company is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates or take other reasonable measures if, in the reasonable judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.13 or 2.172.15, 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 LenderLender in any manner that it in good xxxxx xxxxx material. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so)assignment and delegation. (b) If (i) any Lender requests compensation under Section 2.152.13, or (ii) any Borrower the Company is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.15, or (iii) any Lender becomes is a Defaulting Lender (any such Lender referred to in clause (i)Lender, (iiiv) any Lender is an Affected Lender or (iiiv) above being hereinafter referred any Lender has failed to as an “Affected Lender”)consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 2.13 or 2.172.15) and obligations under this Agreement to an assignee Eligible Assignee selected by the Company and that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, A) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and ), (iiiB) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.13 or payments required to be made pursuant to Section 2.172.15, such assignment will result in a reduction in such compensation or paymentspayments and (C) in the case of any such assignment resulting from the failure to provide a consent, the assignee shall have given such consent and as a result of such assignment and any contemporaneous assignments and consents, the applicable amendment, waiver, discharge or termination can be effected. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease have ceased to apply. Each 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 and that the Lender required to make such assignment need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or Section 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and and, if a Commitment is being assigned-35- (c) If any Lender fails to consent to an issue requiring approval in an instance where Lenders holding greater than 50% of the aggregate amount of the Loans and unused Commitments have provided a consent, then the Issuing Banks)Borrower may require such non-consenting Lender to assign all of its outstanding Loans and unused Commitments, which consent shall not unreasonably be withheldat par, such Lender shall have received payment of an amount equal to another lender acceptable to the outstanding principal Borrower and the Administrative Agent which is not an Affiliate of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to applyBorrower.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.12, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, then such Lender shall use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Loans (or any participation therein) hereunder or its participation in any Letter of Credit affected by such event, 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 Sections 2.15 Section 2.12 or 2.172.14, as the case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If at any time (i) any Lender requests compensation under Section 2.152.12, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, or (ii) any Lender becomes a Non-Extending Lender, (iii) any Lender defaults in its obligation to fund Loans hereunder, (iv) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers or (v) any Lender becomes a Defaulting Lender "Non-Consenting Lender" (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”defined below), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to (and such Lender shall) assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.049.4), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee (selected by the Borrower) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, and (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 hereunderunder the Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. In the event that (x) the Borrower or the Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.2 and (z) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment within three Business Days after the condition set forth in clause (z) above has been satisfied and a request therefor has been made to such Lender shall be deemed a "Non-Consenting Lender". (c) In lieu of replacing a Lender pursuant to paragraph (b) above, provided that no Event of Default shall exist, the Borrower may direct in a writing delivered to the Administrative Agent and such Lender that such Lender be terminated as a Lender and that the aggregate amount of the Commitments be reduced by the amount of the Commitment of such Lender; provided that no more than five Lenders in the aggregate may be terminated pursuant to this paragraph. In such case, the Borrower shall pay to such Lender an amount equal to the sum of (i) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Lender, (ii) an amount equal to all accrued, but theretofore unpaid, fees owing to such Lender, and (iii) all other obligations of the Borrower and the Guarantors owing to such Lender concurrently with such termination. Upon such notice and payment, (A) such Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Lender, and (B) the aggregate amount of Commitments shall be reduced by the amount of such Lender's Commitment and the Applicable Percentages of the remaining Lenders shall be adjusted accordingly.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a Borrower or any LC Subsidiary is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 Company Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) if any Borrower Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes defaults in its obligation to fund Loans hereunder or is a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrowers may, in addition to any other rights the Company may have hereunder or under applicable Law, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a such other Lender accepts such assignment); provided provided, however, that (i) the Company Borrowers shall have received the prior written consent of the Administrative Agent (and and, if a Revolving Commitment is being assigned, the Issuing BanksBank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) Borrowers and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrowers to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.16, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.16 or 2.17Section 2.18, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.16, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.18 or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the Financing 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 (A) the Company Borrower shall have received the prior written consent of paid to the Administrative Agent the assignment fees (and if a Commitment is being assignedany) specified in Section 9.04, the Issuing Banks), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.18, such assignment will result in a reduction in such compensation or paymentspayments and (D) such assignment does not conflict with applicable Governmental Rules. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. In the event that a Lender being replaced hereunder does not execute an Assignment and Assumption pursuant to this Section within three (3) Business Days after receipt by such Lender of a notice of replacement pursuant to this Section, the Administrative Agent shall be entitled (but not obligated) to execute such an Assignment and Assumption on behalf of such Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the replacement Lender shall be effective for purposes of this Agreement.

Mitigation Obligations; Replacement of Lenders. (a1) If (i) any Lender requests compensation under Section 2.15, or (ii) if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (ba) If (i) any Lender requests compensation under Section 2.15, or (ii) if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including amounts payable pursuant to Section 2.16(d)), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.17 or any event gives rise to the operation of Section 2.23, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.15 or 2.172.17 or mitigate the applicability of Section 2.23, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.15 or gives notice under Section 2.23, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.17 or (iii) any Lender becomes is a Disqualified Lender or Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement 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 (A) the Company Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving Commitment is being assignedassigned and delegated, the each Issuing BanksBank and Swingline Lender), which consent consents, in each case, shall not unreasonably be withheldwithheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder, hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts), including amounts payable pursuant to Section 2.24, (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (iiiD) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.15, or payments required to be made pursuant to Section 2.172.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseotherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. Each 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 and that the Lender required to make such assignment need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes is a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iiiiv) above being hereinafter referred to as an “Affected any Lender is a Non-Consenting Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheldwithheld 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, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or paymentspayments and (iv) in the case of any replacement of a Non-Consenting Lender, such replacement shall be sufficient (together with all other consenting Lenders and other Non-Consenting Lenders being so replaced) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. (c) In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders or all the Lenders and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification shall be deemed a “Non-Consenting Lender”.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.16, or if a Borrower is the Borrowers are required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.18, then then: (a) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.16 or 2.172.18, 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 Company Lender (and the Borrowers hereby agrees agree to pay all reasonable costs and out-of-pocket expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so).; (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrowers may, in addition to any other rights the Company may have hereunder or under applicable Law, at its their sole expense and effort, require such Lender or any Defaulting Lender (such Lender or Defaulting Lender herein, a "Departing Lender"), upon notice to such the Departing Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrowers shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing BanksBank), which consent shall not be unreasonably be withheldwithheld or delayed, such (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.18, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrowers to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.14 or 2.172.16, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes defaults in its obligation to fund Loans hereunder or is a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Non-Consenting Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and and, if a Revolving Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.152.14, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.172.16, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending or issuing office for funding or booking its Loans hereunder or its participation in any Letter Letters of Credit affected by such event, hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or 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 Sections 2.15 Section 2.14 or 2.172.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or Issuing Bank. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so)assignment and delegation. (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender, (iv) any Lender becomes a Defaulting Non-Extending Lender (any such Lender referred to in clause (i), (ii) or (iiiv) above being hereinafter referred to as an “Affected Lender”), any Lender becomes a Non- Consenting Lender then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) to the Company extent such consent would be required under Section 10.04, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the each Issuing Banks)Bank, which consent shall not unreasonably be withheld, delayed or conditioned, (B) 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 LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Each 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 and the assignee and that the Lender shall not be required to make any such assignment and delegation if, prior need not be a party thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15SECTION 2.12, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17SECTION 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 SECTION 2.12 or 2.172.14, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15SECTION 2.12, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i)fund Loans hereunder, (ii) or (iiiiv) above being hereinafter referred any Lender suspends its obligation to as an “Affected Lender”)maintain or fund Eurodollar Loans under SECTION 2.16, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04SECTION 10.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations participation in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 SECTION 2.12 or payments required to be made pursuant to Section 2.17SECTION 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.16, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) at any time any Lender is a Declining Lender pursuant to Section 2.14, any Lender requests compensation under Section 2.152.16, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.18, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.049.4), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and its funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.18, such assignment will result in a reduction in such compensation or paymentspayments and (iv) the Borrower shall have paid to the Administrative Agent the assignment fee set forth in Section 9.4. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.15, or (ii) if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including amounts payable pursuant to Section 2.16(d)), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.12, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.12 or 2.172.14, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.12, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, or (iii) if any Lender becomes is a Defaulting Lender, or if any Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)provides a notice under Section 2.19, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in unreimbursed LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.12 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. (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 9.02 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) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Revolving Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that: (a) all amounts owing to such Non-Consenting Lender being replaced (other than principal and interest) shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.05.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender, or if any Lender (fails to approve any such Lender referred waiver or amendment to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)this Agreement which has been approved by the Required Lenders, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company such Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.13, or if a Borrower is the Borrowers are required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.13 or 2.172.15, 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 Company Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.13, or (ii) any Borrower is if the Borrowers are required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.15, or (iii) if any Lender becomes a Defaulting defaults in its obligation to fund Loans hereunder, or if any Lender (any such Lender referred fails to in clause (i)approve an amendment or waiver to this Agreement requiring its consent, (ii) which amendment or (iii) above being hereinafter referred to as an “Affected Lender”)waiver is approved by the Required Lenders, then the Company Borrowers may, in addition to any other rights the Company may have hereunder or under applicable Law, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrowers, shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.13 or payments required to be made pursuant to Section 2.172.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrowers to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) . If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.17 or (iii) any Lender becomes a Non-Extending Lender pursuant to Section 2.22 or a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the Financing 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 Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (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 LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a Borrower Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any Borrower if a Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender HOU:0007002/04558:1716085v10 to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Loan Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation any payments under Section 2.15, if it becomes illegal for any Lender to continue to fund or make any LIBOR Loan and such Lender notifies the Borrower pursuant to Section 2.04, or if a the Borrower is required to pay any Indemnified Taxes or any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so)assignment and delegation. (ba) If (i) any Lender requests compensation any payments under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender, (iv) any Lender becomes a Declining Lender, (v) it becomes illegal for any Lender to continue to fund or make any LIBOR Loan and such Lender referred notifies the Borrower pursuant to in clause (i), (ii) Section 2.04 or (iiivi) above being hereinafter referred to as an “Affected any Lender becomes a Non‑Consenting Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04, with the Borrower or the replacement Lender paying any applicable processing or recordation fees), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (A) the Company Borrower shall have received the prior written consent of the Administrative Agent and each Issuing Bank (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld), (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, (D) in the case of any such assignment and delegation resulting from the status of such Lender as a Declining Lender, the assignee shall have agreed to the applicable Revolving Maturity Date Extension Request and (E) in the case of any such assignment and delegation resulting from the status of such Lender as a Non‑Consenting Lender, such assignment, together with any assignments by other Non‑Consenting Lenders, will enable the Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. Each 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 and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.17 or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.13 (including any Lender for the benefit of a Participant), or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender (including any amount to a Lender for the benefit of a Participant) pursuant to Section 2.172.15, then such Lender (or Participant) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such LenderLender (or Participant), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.13 or 2.172.15, as the case may be, in the future and (ii) would not subject such Lender (or Participant) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender (or Participant). The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender (or Participant) in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.13, (including any Lender for the benefit of a Participant), or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender (including any amount to a Lender (or on account of a Lender) for the benefit of a Participant) pursuant to Section 2.172.15, or (iii) if any Lender becomes shall be a Defaulting Lender (Lender, or if, in connection with any proposed waiver, amendment, or modification of this Agreement, the consent of the Required Lenders is obtained but the consent of one or more of such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)other Lenders whose consent is requested is not obtained, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender (including any Lender acting on behalf of a Participant) to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.048.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, but only if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.13 or payments required to be made pursuant to Section 2.172.15, such assignment will could be reasonably expected to result in a reduction in such compensation or payments. A Lender (including any Lender acting on behalf of a Participant) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall shall, at the request of the Company, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 LenderLender as determined by such Lender in its sole discretion. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee (x) shall be selected by the Company and (y) may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Bank, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a Borrower is the Co-Borrowers are required to pay any Indemnified Taxes additional amount to any Lender under Section 2.14 or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such eventhereunder, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, to file any certificate or document reasonably requested by either Co-Borrower or to take other reasonable measures, if, in the judgment of such Lender, such designation designation, assignment, filing or assignment other measures (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.14 or 2.172.16, 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 Company Co-Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such . Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Co-Borrowers or the rights of any Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (pursuant to the extent such Lender has the right under such similar credit facilities to do so)Section 2.14 or 2.16. (b) If (i) If, after the date hereof, any Lender requests compensation under Section 2.15, 2.14 or (ii) any Borrower is if the Co-Borrowers are required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company either or both Co-Borrowers may, in addition to any other rights the Company may have hereunder or under applicable Law, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, (i) terminate such Lender’s Revolving Commitment, prepay such Lender’s outstanding Loans and provide Cash Collateralization for such Lender’s LC Exposure or (ii) require such Lender to assign and delegate at par plus accrued interests and feesassign, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.02), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), in any case as of a Business Day specified in such notice from the Co-Borrowers; provided that the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, i) such terminated or assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed payments attributable to its participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts due, owing and payable to it hereunderhereunder at the time of such termination or assignment, from the assignee (to the extent of such outstanding principal and accrued interest and feesfees in the case of an assignment) or the applicable Borrower Co-Borrowers (in the case of all other amounts) and (iiiii) in the case of any such an assignment resulting from a claim for compensation under Section 2.15 or due to payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iiiiv) above being hereinafter referred to as an “Affected Lender”)any Lender is a Declining Lender under Section 2.25, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.12, or if a Borrower the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, then such Lender shall (at the request of the Company) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.12 or 2.172.14, 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so)assignment and delegation. (ba) If (i) any Lender requests compensation under Section 2.152.12, or (ii) any Borrower the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, or (iii) any Lender becomes has become a Defaulting Lender (any such Lender referred to in clause (i)Lender, (iiiv) any Lender has become a Declining Lender or (iiiv) above being hereinafter referred any Lender has failed to as an “Affected Lender”)consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 Section 2.12 or 2.172.14) 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) 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 (A) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not be unreasonably be withheld, delayed or conditioned, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.15 2.12 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law, (E) in the case of any such assignment and delegation by a Declining Lender, the assignee shall have agreed to the requested extension of the Maturity Date and (F) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease have ceased to apply. Each 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 and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, 2.12 or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.12 or 2.172.14, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.12, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, or (iii) if any Lender becomes shall become a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in Borrower, as the case of all other amounts) may be, and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.12 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments. A If any Lender shall become a Defaulting Lender, then the Borrower, if requested to do so by any Issuing Bank, shall use commercially reasonable efforts (which shall not be required include the payment of any compensation) to make any such assignment identify an assignee willing to purchase and delegation ifassume the interests, prior thereto, as a result rights and obligations of a waiver by such Lender or otherwise, the circumstances entitling the Company under this Agreement and to require such assignment Lender to assign and delegation cease delegate all such interests, rights and obligations to applysuch assignee in accordance with the preceding sentence.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Parent hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.17 or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Parent may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company Parent shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBanks and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Parent (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Parent to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 2.172.16, then such Lender or L/C Issuer shall, as applicable, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the reasonable judgment of such LenderLender or L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.14 or 2.172.16, as the case may be, in the future and (ii) would not subject such Lender or L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous cause economic, legal or regulatory disadvantage to such LenderLender or L/C Issuer, as the case may be. The Company Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or L/C Issuer in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender (or any Participant in the Loans held by such Lender) requests compensation under Section 2.152.14, or (ii) any if a Borrower is required to pay any Indemnified Taxes or additional amounts amount (in each case other than in respect of Other Taxes) to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16 and in each case, such Lender has declined or (iii) is unable to designate a different lending office in accordance with Section 2.18(a), any Lender ceases to make any Term Benchmark Loans as a result of any condition described in Section 2.14 or if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.049.4), all its interests, rights and obligations under this Agreement (other than its existing surviving rights to payments pursuant to Sections 2.15 Section 2.14 or 2.172.16) and obligations under this Agreement the related Loan Documents to an assignee (other than a Disqualified Lender) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (A) the Company Borrower shall have received the prior written consent of the Administrative Agent, to the extent consent for an Assignment and Assumption would be required by the Agent (and if a Commitment is being assigned, the Issuing Banks)pursuant to Section 9.4, which consent consent, in each case, shall not be unreasonably be withheld, conditioned or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or paymentspayments or (ii) so long as no Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitments of such Lender and repay all obligations of the Borrower owing to such Lender relating to the Loans held by such Lender as of such termination date. A Lender shall not be required to make any such assignment and delegation delegation, or to have its Revolving Credit Commitments terminated and its obligations hereunder repaid, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation delegation, or to terminate such Revolving Credit Commitments and repay such obligations, cease to apply. (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 9.2 requires the consent of all of the Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to either (i) replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign all or the affected portion of its Loans and its Revolving Credit Commitments hereunder to one or more assignees reasonably acceptable to the Agent; provided, that (A) all Obligations (other than Obligations in respect of any Cash Management Obligations, contingent reimbursement and indemnification obligations, in each case, which are not due and payable) of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (B) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon, (C) in connection with any such assignment the Borrower, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.4 (including obtaining the consent of the Agent if so required thereunder); provided, that, if the required Assignment and Assumption is not executed and delivered by such Non-Consenting Lender, such Non-Consenting Lender will be unconditionally and irrevocably deemed to have executed and delivered such Assignment and Assumption as of the date such Non-Consenting Lender receives payment in full of the Obligations (other than Obligations in respect of any Cash Management Obligations, contingent reimbursement and indemnification obligations, in each case, which are not due and payable) of the Borrower owing to such Non-Consenting Lender, (D) the replacement Lender shall pay any processing and recordation fee referred to in Section 9.4(b)(ii)(C), if applicable, in accordance with the terms of such Section and (E) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination or (ii) so long as no Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitments of such Non-Consenting Lender and repay all obligations of the Borrower owing to such Lender relating to the Loans held by such Non-Consenting Lender as of such termination date; provided, that such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable waiver or amendment of the applicable Loan Document or Loan Documents. (d) Each Lender agrees that if it is replaced pursuant to this Section 2.18, it shall execute and deliver to the Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Agent any Note (if the assigning Lxxxxx’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, that the failure of any Lender replaced pursuant to this Section 2.18 to execute an Assignment and Assumption or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register and the Notes shall be deemed cancelled upon such failure. Each Lender hereby irrevocably appoints the Agent (such appointment being coupled with an interest) as such Lxxxxx’s attorney-in-fact, with full authority in the place and stead of such Lxxxxx and in the name of such Lxxxxx, from time to time in the Agent’s discretion, with prior written notice to such Lender, to take any action and to execute any such Assignment and Assumption or other instrument that the Agent may deem reasonably necessary to carry out the provisions of clause (b) or (c) of this Section 2.18. (e) Notwithstanding anything in this Section 2.18 to the contrary, any Revolving Lender that acts as an L/C Issuer 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 back-up standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.06, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.06 or Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking of its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections 2.15 Section 2.06 or 2.172.14, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender shall become a Defaulting Lender or requests compensation under Section 2.152.06, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.06 or Section 2.14, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company maythen, in addition to any other rights each case, the Company may have hereunder or under applicable LawBorrower, 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 at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another the Replacement Lender, if a Lender accepts such assignment); provided that (i) at the Company time of any replacement pursuant to this Section 2.16, 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 and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.10; (ii) all obligations of the Borrower under this Agreement owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), including all amounts owing to the Replaced Lender under Section 2.13 as a result of the assignment of its Loans under clause (i) above, shall be paid in full to such Replaced Lender concurrently with such replacement; (iii) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not be unreasonably be withheld, such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee withheld or delayed; (to the extent of such outstanding principal and accrued interest and feesiv) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A ; and (v) no Lender shall not be required to make any such assignment and delegation become a Replaced Lender if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and the return, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate promissory note or notes executed by the Borrower, the Replacement Lender 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 Replaced Lender under this Agreement, which shall survive as to such Replaced Lender. For the avoidance of doubt, no Replaced Lender shall be required to execute, sign or deliver any document or assignment in order to be replaced in accordance with this Section 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and and, if a Revolving Commitment is being assigned, the Issuing BanksBank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Loans, LC Disbursements Advances and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee or the Borrower, (iii) the Borrower or such assignee shall have paid to the extent of such outstanding principal Administrative Agent the processing and accrued interest and fees) or the applicable Borrower (recordation fee specified in the case of all other amountsSection 9.04(b) and (iiiiv) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseotherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.16, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.18, then then: (a) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.16 or 2.172.18, 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 Company Lender (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so).; (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, require such Lender or any Defaulting Lender (such Lender or Defaulting Lender herein, a “Departing Lender”), upon notice to such the Departing Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the each Issuing BanksBank), which consent shall not unreasonably be withheld, such (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.18, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.13, or if a Borrower any Loan Party is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.172.15, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.13 or 2.172.15, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so)assignment and delegation. (b) If (i) any Lender requests compensation under Section 2.152.13, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.15, or (iii) any Lender becomes has become a Defaulting Lender (any such or a Declining Lender referred to in clause (i), (ii) or (iiiiv) above being hereinafter referred any Lender has failed to as an “Affected Lender”)consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 Section 2.13 or 2.172.15) 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 assignmentassignment and delegation); provided that (A) the Company Borrower shall have received the prior written consent of the Administrative Agent (and, (x) in the case of clause (iii) above and if a Commitment is being assigned(y) in circumstances where its consent would be required under Section 9.04, the Issuing BanksBank), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and and, if applicable, participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.15 2.13 or payments required to be made pursuant to Section 2.172.15, such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law, (E) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b) and (F) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease have ceased to apply. Each 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 and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to assignment including the extent such Lender has the right under such similar credit facilities to do so$3,500 fee contemplated by Section 9.04(b). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent (and and, if a Revolving Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Committed Lender requests compensation under Section 2.152.14, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Committed Lender or any Governmental Authority Official Body for the account of any Committed Lender pursuant to Section 2.172.15, then such Committed Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Committed Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.14 or 2.172.15, as the case may beapplicable, in the future and (ii) would not subject such Committed Lender or its related Conduit Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderCommitted Lender or its related Conduit Lender in any material respect. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Committed Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender in a Lender Group requests compensation under Section 2.152.14, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any such Lender or any Governmental Authority Official Body for the account of any such Lender pursuant to Section 2.172.15, or (iii) any if such Lender becomes is a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender Lender, the related Funding Agent and the Administrative Agent, (i) if such Lender is a Committed Lender, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0411.03), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee Eligible Assignee acceptable to the related Funding Agent that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) or (ii) require all Lenders in such Lender Group to assign and delegate, without recourse (in accordance with an subject to the restrictions contained in Section 11.03), all their interests, rights and obligations under this Agreement to assignees selected by the Borrower; provided that, in each case of clauses (i) and (ii), that (x) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, such Lender (y) the assigning Lender(s) shall have received payment of an amount equal to the aggregate outstanding principal Principal Balance of its Loans and participations in LC Disbursements and Swingline their respective Loans, accrued interest thereonInterest thereon through the last day of the Tranche Periods therefor, accrued fees Fees and all other amounts payable to it them hereunder, from the assignee (to the extent of such outstanding principal Principal Balance and accrued interest Interest and feesFees) or the applicable Borrower (in the case of all other amounts) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.15, such assignment will result in a reduction in such compensation or payments. A Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Committed Lender shall not be required to make any such assignment and delegation if, prior thereto, as that is a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to applyDefaulting Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a Borrower the Company is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any Borrower if the Company is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and and, if a Commitment is being assigned, the Issuing BanksBanks and Swingline Lender), which consent shall not be unreasonably be withheld, (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, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.15 or 2.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank and the Swingline Lender), which consent shall not unreasonably be withheldwithheld 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, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then then: (a) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Each of the Borrowers hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so).; (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrowing Representative may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, require such Lender or any Lender that defaults in its obligation to fund Loans hereunder (herein, a “Departing Lender”), upon notice to such the Departing Lender and the applicable Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that the Company (i) such Borrowing Representative shall have received the prior written consent of the applicable Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, such (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower relevant Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.12, or if a Borrower the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, then such Lender shall (at the request of the Company) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.12 or 2.172.14, 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so)assignment and delegation. (b) If (i) any Lender requests compensation under Section 2.152.12, or (ii) any Borrower the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, or (iii) any Lender becomes has become a Defaulting Lender (any such Lender referred to in clause (i)Lender, (iiiv) any Lender has become a Declining Lender or (iiiv) above being hereinafter referred any Lender has failed to as an “Affected Lender”)consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent, then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 Section 2.12 or 2.172.14) 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 (A) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not be unreasonably be withheld, delayed or conditioned, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued and fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.15 2.12 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law, (E) in the case of any such assignment and delegation by a Declining Lender, the assignee shall have agreed to the requested extension of the Maturity Date and (F) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease have ceased to apply. Each 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 and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.16, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.16 or 2.17Section 2.18, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.16, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.18 or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the Financing 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 (A) the Company Borrower shall have received the prior written consent of paid to the Administrative Agent the assignment fees (and if a Commitment is being assignedany) specified in Section 9.04, the Issuing Banks), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.18, such assignment will result in a reduction in such compensation or paymentspayments and (D) such assignment does not conflict with applicable Governmental Rules. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. In the event that a Lender being replaced hereunder does not execute an Assignment and Assumption pursuant to this Section within three (3) Business Days after receipt by such Lender of a notice of replacement pursuant to this Section, the Administrative Agent shall be entitled (but not obligated) to execute such an Assignment and Assumption on behalf of such Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the replacement Lender shall be effective for purposes of this Agreement.

Mitigation Obligations; Replacement of Lenders. (a) 3. If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (ba) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 2.17 or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksBank), which consent shall not unreasonably be withheld, (y) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.13, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14(a), then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.13 or 2.172.14(a), 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so).. 36 (b) If (i) any Lender requests compensation under Section 2.152.13, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14(a), or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon three Business Days’ written notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.6; provided that such Lender shall be deemed to have executed the applicable Assignment and Assumption), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including amounts payable pursuant to Section 2.15), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.13 or payments required to be made pursuant to Section 2.172.14(a), such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.155.10, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts Additional Amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.175.12, then such Lender shall use reasonable efforts to file any certificate or document requested by the applicable Borrower (consistent with legal and regulatory restrictions), to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such Lender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 5.10 or 2.175.12, 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.155.10, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts Additional Amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.175.12, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i)Lender, (iiiv) any Lender becomes a Declining Lender, (v) any Lender refuses to consent to any amendment, waiver or other modification of this Agreement requested by the Company 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 or (iiivi) above being hereinafter referred any Lender provides notice of the type described in the proviso to as an “Affected Lender”)the first sentence of Section 2.04, then then, in each case, the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the applicable Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0412.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it and any and all rights and interests related thereto) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and, in the case of clause (v) above, provides its consent to such requested amendment, waiver, or other modification of this Agreement); provided that (1) the Company shall have received the prior written consent of the General Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheldwithheld or delayed, (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline (other than Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts under Section 5.11), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and ), (iii3) in the case of any such assignment resulting from a claim for compensation under Section 2.15 5.10 or payments required to be made pursuant to Section 2.175.12, such Lender has declined or is unable to designate a different lending office in accordance with Section 5.14(a) and such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make payments and (4) in the case of any such assignment and delegation if, prior thereto, as resulting from a result of Lender being a waiver by such Lender or otherwiseDeclining Lender, the circumstances entitling assignee shall have agreed to the Company to require such assignment and delegation cease to applyapplicable Revolving Maturity Date Extension Request.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, 2.12 or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.12 or 2.172.14, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.12, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.14, or (iii) if any Lender becomes a Defaulting Lender (shall become the subject of any such Lender referred insolvency or similar proceeding or filing or default in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in Borrower, as the case of all other amounts) may be, and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.12 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments. A If any Lender shall become the subject of any insolvency or similar proceeding or filing, then the Borrower, if requested to do so by any Issuing Bank, shall use commercially reasonable efforts (which shall not be required include the payment of any compensation) to make any such assignment identify an assignee willing to purchase and delegation ifassume the interests, prior thereto, as a result rights and obligations of a waiver by such Lender or otherwise, the circumstances entitling the Company under this Agreement and to require such assignment Lender to assign and delegation cease delegate all such interests, rights and obligations to applysuch assignee in accordance with the preceding sentence.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or the Issuing Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or the Issuing Lender or any Governmental Authority for the account of any Lender or the Issuing Lender pursuant to Section 2.17, then such Lender or the Issuing Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter Letters of Credit affected by such eventhereunder, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender or the Issuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender or the Issuing Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and and, if a Revolving Credit Commitment is being assigned, the Issuing BanksLender), which consent consents shall not unreasonably be withheldwithheld 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 LoansDisbursements), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. (c) If a Lender refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 10.2, requires consent of 100% of the Lenders (any such Lender, a “Subject Lender”), so long as (i) no Event of Default shall have occurred and be continuing and the Borrower has obtained a written commitment from another Lender or an Eligible Assignee to purchase at par (plus accrued interest, fees and other amounts payable to the Subject Lender hereunder) the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements satisfactory to such Issuing Lender (such as a “back-to-back” letter of credit) are made), (iii) Lenders having Loans, LC Exposure and unused Commitments of at least 66-2/3% of the total Loans, LC Exposure and unused Commitments of all Lenders have so consented and (iv) if applicable, the Subject Lender is unwilling to withdraw its refusal to consent within 2 Business Days after receipt by the Subject Lender and Administrative Agent of a written request to do so from the Borrower, the Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Section 10.4, provided that, prior to or concurrently with such replacement, (1) the Borrower has paid to the Subject Lender all amounts required to be paid to such Lender under this Agreement through the effective date of the assignment, (2) the processing fee required to be paid by Section 10.4(b)(iv) shall have been paid by the Borrower or the Assignee to Administrative Agent, (3) all of the requirements for such assignment contained in Section 10.4, including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment and Acceptance Agreement (which each Subject Lender shall be obligated to provide with respect to its interest in the Loans in connection with the Borrower’s exercise of its rights under this subsection) and other supporting documents, have been fulfilled and (4) each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender refused to consent. Notwithstanding the foregoing no Subject Lender shall be obligated to assign its Loans unless such Subject Lender receives payment of the purchase price and all other amounts described in clause (i) above as a condition to such assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or the Issuing Bank, or to any Governmental Authority for the account of any Lender or the Issuing Bank, pursuant to Section 2.16, then such Lender or the Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans or 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 or the Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future, and (ii) would not subject such Lender or the Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.152.14, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event2.16, 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 Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the prior written consent of the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may may, but need not, be another Lender, if a Lender accepts such assignment); provided that the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, i) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements Disbursements, all accrued and Swingline Loans, accrued unpaid interest thereon, all accrued and unpaid fees and all other amounts payable due to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.152.14 or 2.20, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.172.16, then at the request of the Company such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such LenderLender or such Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 2.14, 2.16 or 2.172.20, 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14 or 2.20, or (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) any Lender becomes is a Defaulting Lender (any such or a Downgraded Lender referred to in clause (i), (ii) or (iiiiv) above being hereinafter referred to as an “Affected any Lender is a Nonconsenting Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline LoansDisbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and ), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or 2.20 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or paymentspayments and (iv) in the case of any Nonconsenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Lender was a Nonconsenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender, or if any Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement or any other Loan Document requiring the consent of the Required Lenders or all Lenders (any or all affected Lenders) pursuant to Section 10.02, and the same has been approved by such Lender referred to in clause Lenders, as applicable (i), (ii) or (iii) above being hereinafter referred to as an “Affected would have been approved by such Lenders with the disapproving Lender”’s consent), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Credit Commitment is being assigned, the each Issuing BanksBank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver or consent which pursuant to the terms of Section 10.02 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Company shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense (including with respect to the processing and recordation fee to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Company’s request) assign its Loans and its Commitments (or, at the Company’s option, the Loans and Commitments under the Facility that is the subject of the proposed amendment, waiver or consent) hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any Revolving Credit Commitment or Revolving Loan, the Swingline Lender and the Issuing Bank; provided, that: (i) all Obligations of the Company owing to such Non-Consenting Lender being replaced shall be paid in full in same day funds to such Non-Consenting Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of the Company, the Company shall pay any amount required by Section 2.12(d), if applicable, and (iii) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver or consent. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Company, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.04; provided, that if such Non-Consenting Lender does not comply with Section 10.04 within one Business Day after the Company’s request, compliance with Section 10.04 (but only on the part of the Non-Consenting Lender) shall not be required to effect such assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then then: (a) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Lender (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so).; (b) If (i) if any Lender requests compensation under Section 2.15, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes is a Defaulting Lender (any such Lender referred to in clause (i)or a Deteriorating Lender, (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender Lender, the ABL Administrative Agent and the Administrative Supplemental Term Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the ABL Administrative Agent (and if a Commitment is being assignedAgent, each Issuing Bank and, in the case of Supplemental Term Lenders, the Issuing Banks)Supplemental Term Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a Borrower is the Borrowers are required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.17 or mitigate the applicability of Section 2.20 or any event that gives rise to the operation of Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, 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 Company Borrowers hereby agrees jointly and severally agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.15 (in a material amount in excess of that being changed by other Lenders) or gives notice under Section 2.20, or (ii) any a Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.17 (in a material amount in excess of that being charged by other Lenders), or (iii) any Lender becomes is a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company respective Borrowers may, in addition to any other rights the Company may have hereunder or under applicable Law, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require any such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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 Company Borrowers shall have received the prior written consent of the Administrative Agent (and and, if a in respect of any Revolving Facility Commitment is being assignedor Revolving Facility Loan, the Swingline Lender and the Issuing BanksBank), to the extent consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent consent, in each case, shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Borrowers (in the case of all other amounts) and ), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or 2.15, payments required to be made pursuant to Section 2.172.17 or a notice given under Section 2.20, such assignment will result in a reduction in such compensation or paymentspayments and (iv) such assignment does not conflict with applicable Lawlaw. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrowers to require such assignment and delegation cease to apply. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrowers may have against any Lender that is a Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrowers, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided, that if such removed Lender does not comply with Section 9.04 within one Business Day after the applicable Borrower’s request, compliance with Section 9.04 (but only on the part of the removed Lender) shall not be required to effect such assignment. (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver or consent 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 any Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(C)) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the applicable Borrower’s request) assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Bank; provided, that: (i) all Loan Obligations of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full in same day funds to such Non-Consenting Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of the Borrowers, the Borrowers shall pay any amount required by Section 2.12(d) or Section 2.12(f), if applicable, and (iii) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver or consent. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrowers, 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 one Business Day after the applicable Borrower’s request, compliance with Section 9.04 (but only on the part of the Non-Consenting Lender) shall not be required to effect such assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject not, in the reasonable judgment of such Lender, require such Lender to any incur an unreimbursed out-of-pocket cost or expense and would not otherwise expense, or a legal or regulatory disadvantage, determined by such Lender to be disadvantageous to such Lendermaterial. The Company 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; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any if the Borrower is required to pay any Indemnified Taxes additional amount or additional amounts indemnity payment to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes defaults in its obligation to fund Loans hereunder, or if any Lender fails to consent to a Defaulting Lender (any such Lender referred proposed amendment or waiver which is consented to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), by the Required Holders but which requires a unanimous approval of all Lenders then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its CONCHO AMENDED AND RESTATED CREDIT AGREEMENT Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred defaults in its obligation to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)fund Loans hereunder, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.06), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BanksL/C Issuer), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC L/C Disbursements and Swingline Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. (c) If in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions of this Agreement or any other Loan Document as contemplated by Section 10.01, the consent of Required Lenders or Majority Lenders, as applicable, shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required has not been obtained or if any Lender is a Defaulting Lender; then, the Borrower may, at its sole cost and expense, elect to replace such Non-Consenting Lender or Defaulting Lender, as the case may be, as a Lender party to this Agreement in accordance with and subject to the restrictions contained in, and consents required by Section 10.06 (with the Borrower paying any applicable processing and recordation fees); provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the CONCHO AMENDED AND RESTATED CREDIT AGREEMENT circumstances entitling the Borrower to require such assignment and delegation cease to apply or, in the case of a Defaulting Lender, such Lender is no longer a Defaulting Lender.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.10, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.12, then then: (a) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or its participation in any Letter of Credit affected by such event, 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 Sections 2.15 Section 2.10 or 2.172.12, 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 Company Lender (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment); provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so).and (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”), then the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, require such Lender (a “Departing Lender”), upon notice by the Borrower to such the Departing Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, such conditioned or delayed; (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) ); and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.10 or payments required to be made pursuant to Section 2.172.12, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.152.14, or if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign 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 Sections 2.15 Section 2.14 or 2.172.16, 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 Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so). (b) If (i) any Lender requests compensation under Section 2.152.14, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or (iii) if any Lender becomes a Defaulting Lender, or if any Lender (fails to approve any such Lender referred waiver or amendment to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected Lender”)this Agreement which has been approved by the Required Lenders, then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, 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 Sections 2.15 or 2.172.14 and 2.16) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender Recipient requests compensation under Section 2.153.2, or if a Borrower Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender Recipient or any Governmental Authority for the account of any Lender Recipient pursuant to Section 2.173.4, then such Lender Recipient shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such LenderRecipient, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 Section 3.2 or 2.173.4, as the case may be, in the future and (ii) would not subject such Lender Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderRecipient. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender Recipient in connection with any such designation or assignment; provided, that such Lender is generally seeking compensation from similarly situated borrowers under similar credit facilities (to assignment including the extent such Lender has the right under such similar credit facilities to do so$3,500 fee contemplated by Section 13.1(b). (b) If any Lender (i) shall become affected by any Lender requests compensation under of the changes or events described in Section 2.15, 3.2 or (ii) any Borrower 3.4 and the Company is required to pay any Indemnified Taxes or additional amounts or make indemnity payments with respect to any the Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17thereunder, (ii) is a Defaulting Lender, (iii) [reserved], or (iiiiv) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any Lender becomes other provision of any Loan Document requires the consent of all Lenders or all affected Lenders (or as applicable, with respect to a Defaulting Lender Class, all Lenders or all affected Lenders of such Class) and with respect to which the Required Lenders (or, as applicable with respect to a Class, the Lenders that would constitute the Required Lenders if such Class were the only Class outstanding hereunder) shall have granted their consent (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an a “Affected Departing Lender”), then in such case, the Company may, in addition to any other rights the Company may have hereunder or under applicable Law, upon at its sole expense and effort, upon least five Business Days’ notice to the Administrative Agent and such Departing Lender and (or such shorter notice period specified by the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and fees, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights designate a replacement lender reasonably acceptable to payments pursuant to Sections 2.15 or 2.17) 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 the Company shall have received the prior written consent of the Administrative Agent (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Loan Party and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if a Commitment is being assignedany, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Issuing Banks), which consent shall not unreasonably be withheld, such Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee Replacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower Company (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required Departing Lender shall thereupon cease to be made a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 2.173.2 or 3.4 and Section 10.6). (c) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, such assignment will result in a reduction in such compensation or payments. A obligations, Loans and Commitments under this Section 3.5, the Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to applybe a “Lender” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of this Section 3.5 without any further action of the Departing Lender.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.15, or (ii) if a the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender becomes a Non-Investment Grade Lender, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such Lender, such designation or Table of Contents assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that the Borrower shall not be required to pay such Lender is generally seeking costs or expenses if such designation results in requests for compensation from similarly situated borrowers under similar credit facilities (or additional amounts in excess of those made prior to such designation, and the extent Borrower shall not be required to pay such Lender has the right under such similar credit facilities to do so)excess amount of compensation or excess additional amount. (b) If (i) any Lender requests compensation under Section 2.15, or (ii) any if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes a Defaulting Lender (any such Lender referred to in clause (i), (ii) or (iii) above being hereinafter referred to as an “Affected a Non-Investment Grade Lender”), then the Company Borrower may, in addition to any other rights the Company may have hereunder or under applicable Law, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par plus accrued interests and feesdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement the 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) other than with respect to assignments by Non-Investment Grade Lenders to Investment Grade Lenders and Defaulting Lenders to non-Defaulting Lenders, the Company Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the each Issuing BanksBank and each Swingline Lender), which consent consents shall not unreasonably be withheld, (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, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.