Common use of Mitigation Obligations Clause in Contracts

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any a Lender requests compensation under Section 3.043.03, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any a Lender, the L/C Issuer, an Agent or any Governmental Authority for the account of any such Lender or the L/C Issuer Agent pursuant to Section 3.01, or if any a Lender gives a notice pursuant to Section 3.02, then such Lender or Agent, as the case may be, at the request of the Borrower such Lender or the L/C Issuer shallBorrower, as applicable, shall use reasonable efforts to designate a different Lending Office lending office for funding or booking the Loans, or its Loans portion thereof, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates and to take any other actions reasonable in the sole judgment of such Lender or Agent, if, in the sole judgment of such Lender or the L/C IssuerAgent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.043.03, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beAgent. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any a Lender or the L/C Issuer Agent in connection with any such designation designation, assignment or action. (b) If any Lender requests compensation under Section 3.03, or 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 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.05(a), or if any Lender is a Defaulting Lender or declines to approve an amendment, waiver or consent that is approved by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.03 or Section 3.01) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(e); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with applicable Law; and (v) in the case of any assignment resulting from a Lender declining to approve an amendment, waiver or consent that is approved by the Required Lenders, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the if Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or Lender, the L/C Issuer Issuer, pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (iib) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is Borrowers are required to indemnify or pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shallIssuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or Lender, the L/C Issuer Issuer, pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.043.01 or Section 3.02, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Lender or Issuing Lender or any Governmental Authority for the account of any Lender or the L/C Issuer Issuing Lender pursuant to Section 3.013.05, or if any Lender gives a notice pursuant to Section 3.023.03, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, Issuing Lender shall use reasonable efforts to designate a different Lending Office Installation for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C IssuerIssuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.01, 3.02 or 3.043.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.023.03, as applicable, and (ii) in each case, would not subject such Lender or the L/C IssuerIssuing Lender, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beIssuing Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer Issuing Lender in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, 2.10(a) or the (b) or if Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Lender or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.022.11, then such Lender (at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, Borrower) shall use reasonable efforts to designate a different Lending Office lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the L/C IssuerLender, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 3.01 2.10(a), 2.10(b) or 3.042.11, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to require such Lender to take any action inconsistent with its internal policies or the L/C Issuer, as the case may belegal or regulatory restrictions. The Borrower hereby agrees to shall pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to the Administrative Agent shall be conclusive absent manifest error. In addition, if, on account of any Interest Rate Hedge any Lender becomes aware of circumstances that would permit such Lender to notify Administrative Agent of any illegality under Section 2.12, and, the relevant circumstances affect all Lenders hereunder (or any non-affected Lenders give their consent) and Borrower so elects, (i) the Lenders shall negotiate in good faith with Borrower for at least three Business Days to amend this Agreement such that all Loans hereunder will bear interest at a floating interest rate, while preserving for the Lenders the fair value of the transactions contemplated hereby, and (ii) the Calculation Agent shall calculate Interest Rate Hedge Unwind Amounts as if the Loans were being prepaid in full and (a) if any such Interest Rate Hedge Unwind Amount is a positive number, Borrower shall promptly pay such amount to the applicable Lender or (b) if any such Interest Rate Hedge Unwind Amount is a negative number, Lender shall promptly pay the absolute value of such amount to Borrower.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.043.9, or requires the Borrower is required to pay any Indemnified Taxes or any additional amount amounts to any Lender, the Lender or any L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or the any L/C Issuer pursuant to Section 3.01, 3.13 or if any Lender gives a notice pursuant to Section 3.023.10(b), then then, at the request of the Borrower Borrower, such Lender or the such L/C Issuer shall, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.9 or 3.04Section 3.13, as the case may be, in the future, future or eliminate the need for the notice pursuant to Section 3.023.10(b), as applicable, and (ii) in each case, would not subject such Lender or the such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the any L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.043.9 or Section 3.12, or requires the Borrower is required to pay any Indemnified Taxes or any additional amount amounts to any Lender, the Lender or any L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or the any L/C Issuer pursuant to Section 3.01, 3.13 or if any Lender gives a notice pursuant to Section 3.023.11, then then, at the request of the Borrower Borrower, such Lender or the such L/C Issuer shall, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.9, Section 3.12 or 3.04Section 3.13, as the case may be, in the future, future or eliminate the need for the notice pursuant to Section 3.023.11, as applicable, and (ii) in each case, would not subject such Lender or the such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the any L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any (i) a Lender requests compensation under Section 3.042.09 hereof, or (ii) the Borrower is required to pay any Indemnified Taxes Additional Amount to a Lender or any additional amount to any Lender, the L/C Issuer, Agent or any Governmental Authority for the account of any Lender or the L/C Issuer Agent pursuant to Section 3.012.10 hereof, or if any (iii) a Lender gives or Agent makes a notice demand pursuant to Section 3.022.10(b) hereof, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, Agent shall use reasonable efforts to designate a different Lending Office lending office (if such Lender has multiple lending offices) for funding or and booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another any other of its offices, branches or affiliates (if such Lender or Agent has multiple offices, branches or lending affiliates, as applicable), if, in the reasonable judgment of such Lender or the L/C IssuerAgent, such designation or assignment (iA) would eliminate or reduce amounts payable pursuant to Section 3.01 2.09 or 3.042.10 hereof, as the case may be, in the future, or eliminate the need for the any notice pursuant to Section 3.022.09 hereof, as applicable, and (iiB) in each case, would not subject such Lender or the L/C Issuer, as the case may be, Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Agent. It shall be a condition precedent to the L/C Issuer, as right of a Liquidity Provider to receive compensation under Section 2.09(b) that such Liquidity Provider shall have agreed with its related Conduit Lender for the case may bebenefit of the Borrower to comply with provisions similar to those contained in this Section 2.11. The Borrower hereby agrees to pay pay, in accordance with the Priority of Payments, all reasonable costs and expenses incurred by any Lender or the L/C Issuer Agent in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any Lender requests compensation under Section 3.043.5, or the if any Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Lender or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.023.4, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, shall use reasonable efforts to designate a different Lending Office lending office for funding or booking its Loans (or any participation therein) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C IssuerLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.4 or 3.043.5, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, future and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beLender. The Each Borrower hereby agrees to shall pay its Pro Rata Share of all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 3.3(b), or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.4, in an aggregate amount in excess of $10,000, then such Borrower at its sole expense (including the fees referred to in Section 10.4(b)) and at the sole effort of such Borrower, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.4), all its interests, rights and obligations under the Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, 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 Swingline Loans, accrued and unpaid interest thereon, accrued and unpaid 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 Borrowers (in the case of all such other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.3(b) or payments required to be made pursuant to Section 3.4, such assignment should result in a reduction in such compensation or payments in the future. 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 a Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any Lender requests compensation under Section 3.043.5, or if the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Lender or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.023.4, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, shall use reasonable efforts to designate a different Lending Office lending office for funding or booking its Loans (or any participation therein) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C IssuerLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.4 or 3.043.5, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, future and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beLender. The Borrower hereby agrees to shall pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 3.3(b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.4, in an aggregate amount in excess of $10,000, then the Borrower at its sole expense (including the fees referred to in Section 10.4(b)) and at the sole effort of the Borrower, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.4), all its interests, rights and obligations under the Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued and unpaid interest thereon, accrued and unpaid 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 such other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.3(b) or payments required to be made pursuant to Section 3.4, such assignment should result in a reduction in such compensation or payments in the future. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender or the L/C Issuer requests compensation under Section 3.043.01 or Section 3.02, or WBA or the applicable Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, Lender or the L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.013.05, or if any Lender or the L/C Issuer gives a notice pursuant to Section 3.023.03, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office Installation for funding or booking its Revolving Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.01, 3.02 or 3.043.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.023.03, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, Issuer to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower WBA hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender or the L/C Issuer requests compensation under Section 3.043.01 or Section 3.02, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, Lender or the L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.013.05, or if any Lender or the L/C Issuer gives a notice pursuant to Section 3.023.03, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office Installation for funding or booking its Revolving Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.01, 3.02 or 3.043.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.023.03, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, Issuer to any unreimbursed unreim-bursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender or the L/C Issuer requests compensation under Section 3.043.01 or Section 3.02, or Parent or the applicable Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, Lender or the L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.013.05, or if any Lender or the L/C Issuer gives a notice pursuant to Section 3.023.03, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office Installation for funding or booking its Revolving Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.01, 3.02 or 3.043.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.023.03, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, Issuer to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower Parent hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.043.9, or requires the Borrower is required to pay any Indemnified Taxes or any additional amount amounts to any Lender, the Lender or any L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or the any L/C Issuer pursuant to Section 3.01, 3.13 or if any Lender gives a notice pursuant to Section 3.023.10(b), then then, at the request of the Borrower Borrower, such Lender or the such L/C Issuer shall, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the such L/C Issuer, such designation or assignment assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.9 or 3.04Section 3.13, as the case may be, in the future, future or eliminate the need for the notice pursuant to Section 3.023.10(b), as applicable, and (ii) in each case, would not subject such Lender or the such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the any L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any a Lender requests compensation under Section 3.043.03, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any a Lender, the L/C Issuer, an Agent or any Governmental Authority for the account of any such Lender or the L/C Issuer Agent pursuant to Section 3.01, or if any a Lender gives a notice pursuant to Section 3.02, then such Lender or Agent, as the case may be, at the request of the Borrower such Lender or the L/C Issuer shallBorrower, as applicable, shall use reasonable efforts to designate a different Lending Office lending office for funding or booking the Loans, or its Loans portion thereof, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates and to take any other actions reasonable in the sole judgment of such Lender or Agent, if, in the sole judgment of such Lender or the L/C IssuerAgent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.043.03, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beAgent. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any a Lender or the L/C Issuer Agent in connection with any such designation designation, assignment or action. (b) If any Lender requests compensation under Section 3.03, or 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 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.05(a), or if any Lender is a Defaulting Lender or declines to approve an amendment, waiver or consent that is approved by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.03 or Section 3.01) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(e); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to ​ ​ Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with applicable Law; and (v) in the case of any assignment resulting from a Lender declining to approve an amendment, waiver or consent that is approved by the Required Lenders, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any Lender Purchaser requests compensation under Section 3.04, 2.08(j) or the Borrower if any Issuer or Guarantor is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Purchaser or any Governmental Authority for the account of any Lender or the L/C Issuer Purchaser pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.022.08, then at the request of the Borrower such Lender or the L/C Issuer Purchaser shall, as applicablein consultation with the Issuer, use reasonable efforts to designate a different Lending Office lending office for funding or booking its Loans Notes 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 L/C IssuerPurchaser, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, 2.08 in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, future and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, Purchaser to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or the L/C Issuer, as the case may bePurchaser. The Borrower Issuer hereby agrees to pay all reasonable costs and expenses reasonably incurred by any Lender or the L/C Issuer Purchaser in connection with any such designation or assignment. (b) If (i) any Purchaser requests compensation under Section 2.08(j) or (ii) the Issuer is required to pay any additional amount to any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 2.08, provided that no Event of Default shall have occurred and be continuing, then the Issuer may, at its sole expense and effort, upon notice to such Purchaser and the Agent, require such Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.07), all its interests, rights and obligations under the Note Documents to an assignee that shall assume such obligations (which assignee may be another Purchaser, if a Purchaser accepts such assignment); provided that (i) the Issuer shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Purchaser shall have received payment of an amount equal to the outstanding principal of its Notes, 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 Issuer, which shall be payable and calculated as if the Issuer were making a redemption to such assigning Purchaser), (iii) in the case of any such assignment resulting from a claim for compensation or payments required to be made under Section 2.08(j), such assignment will result in a reduction in such compensation or payments and (iv) such assignment does not conflict with applicable law. A Purchaser shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling the Issuer to require such assignment and delegation cease to apply. (c) If (i) any Purchaser requests compensation under Section 2.08(j) or (ii) the Issuer is required to pay any additional amount to any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 2.08, then the Issuer and the Agent, in consultation with the Purchasers, hereby agree to permit, at the Issuer’s sole expense, the transfer of the Secured Obligations (including the Notes) from the Issuer to another Note Party or to use commercially reasonable efforts to restructure the Note Purchases (which may include a redemption without penalty or premium coupled with a concurrent refinancing of the Purchases through another Note Party) in a manner that (i) would eliminate or reduce amounts payable pursuant to Section 2.08 and (ii) would not subject any Purchaser to any material unreimbursed cost or expense that would otherwise be materially disadvantageous to any Xxxxxxxxx. (x) Section 2.10 does not in any way limit the obligation of any Note Party under the Note Documents.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any Lender APA Bank requests compensation under Section 3.047.2, or if the Borrower Company is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, APA Bank or any Governmental Authority for the account of any Lender or the L/C Issuer APA Bank pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.027.3, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, APA Bank shall use reasonable efforts to designate a different Lending Office lending office for funding or booking its Loans hereunder obligations under this Supplement and the Agreement 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 L/C IssuerAPA Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 7.2 or 3.047.3, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, future and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, APA Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beAPA Bank. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer APA Bank in connection with any such designation or assignment. (b) If any APA Bank requests compensation under Section 7.2, or if the Company is required to pay any additional amount to any APA Bank or any Governmental Authority for the account of any APA Bank pursuant to Section 7.3, or if any APA Bank defaults in its obligations hereunder, then the Company may, at its sole expense and effort, upon notice to such APA Bank and the Funding Agent require such APA Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.11), all its interests, rights and obligations under this Supplement to an assignee that shall assume such obligations (which assignee may be another APA Bank, if an APA Bank accepts such assignment); PROVIDED that (i) the Company shall have received the prior written consent of the Funding Agent, which consent shall not unreasonably be withheld, (ii) such APA Bank shall have received payment of an amount equal to its Series 1998-1 Purchaser Invested Amount, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such Series 1998-1 Purchaser Invested Amount and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 7.2 or payments required to be made pursuant to Section 7.3, such assignment will result in a reduction in such compensation or payments. An APA Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such APA Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.043.4, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the any L/C Issuer, or any Governmental Authority for the account of any Lender or the any L/C Issuer pursuant to Section 3.013.1, or if any Lender gives a notice pursuant to Section 3.023.2, then at the request of the Borrower such Lender or the such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 3.1 or 3.043.4, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.023.2, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the any L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any a Lender requests compensation under Section 3.043.03, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any a Lender, the L/C Issuer, an Agent or any Governmental Authority for the account of any such Lender or the L/C Issuer Agent pursuant to Section 3.01, or if any a Lender gives a notice pursuant to Section 3.02, then such Lender or Agent, as the case may be, at the request of the Borrower such Lender or the L/C Issuer shallBorrower, as applicable, shall use reasonable efforts to designate a different Lending Office lending office for funding or booking the Loans, or its Loans portion thereof, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates and to take any other actions reasonable in the sole judgment of such Lender or Agent, if, in the sole judgment of such Lender or the L/C IssuerAgent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.043.03, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beAgent. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any a Lender or the L/C Issuer Agent in connection with any such designation designation, assignment or action. (b) If any Lender requests compensation under Section 3.03, or 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 3.01, or if a Lender gives a notice pursuant to Section 3.02, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.05(a), or if any Lender is a Defaulting Lender or declines to approve an amendment, waiver or consent that is approved by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.03 or Section 3.01) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(e); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with applicable Law; and (v) in the case of any assignment resulting from a Lender declining to approve an amendment, waiver or consent that is approved by the Required Lenders, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations. Each The Lender may make the Term Loan (or any Credit Extension portion thereof) to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension Borrowing in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04paragraph 1(i)(iii), or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Lender or any Governmental Authority for the account of any the Lender or the L/C Issuer pursuant to Section 3.013.01 of the Incorporated Agreement, or if any the Lender gives a notice pursuant to Section 3.02paragraph 1(i)(i) , then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans the Term Loan (or any portion thereof) 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 L/C IssuerLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 of the Incorporated Agreement or 3.04paragraph 1(i)(iii) hereof, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02paragraph 1(i)(i), as applicable, and (ii) in each case, would not subject such the Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beLender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any the Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each The Lender may make the Term Loan (or any Credit Extension portion thereof) to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension Borrowing in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04paragraph 1(i)(iii), or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Lender or any Governmental Authority for the account of any the Lender or the L/C Issuer pursuant to Section 3.013.01 of the Incorporated Agreement, or if any the Lender gives a notice pursuant to Section 3.02paragraph 1(i)(i) , then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans the Term Loan (or any portion thereof) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the L/C IssuerLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 of the Incorporated Agreement or 3.04paragraph 1(i)(iii) hereof, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02paragraph 1(i)(i), as applicable, and (ii) in each case, would not subject such the Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beLender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any the Lender or the L/C Issuer in connection with any such designation or assignment.. Xxxx’x Companies, Inc.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any a Lender requests compensation under Section 3.043.03, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any a Lender, the L/C Issuer, an Agent or any Governmental Authority for the account of any such Lender or the L/C Issuer Agent pursuant to Section 3.01, or if any a Lender gives a notice pursuant to Section 3.02, then such Lender or Agent, as the case may be, at the request of the Borrower such Lender or the L/C Issuer shallBorrower, as applicable, shall use reasonable efforts to designate a different Lending Office lending office for funding or booking the Loans, or its Loans portion thereof, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates and to take any other actions reasonable in the sole judgment of such Lender or Agent, if, in the sole judgment of such Lender or the L/C IssuerAgent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.043.03, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as 1661860.04-NYCSR03A - MSW applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beAgent. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any a Lender or the L/C Issuer Agent in connection with any such designation designation, assignment or action. (b) If any Lender requests compensation under Section 3.03, or 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 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.05(a), or if any Lender is a Defaulting Lender or declines to approve an amendment, waiver or consent that is approved by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.03 or Section 3.01) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment.); provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(e); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with applicable Law; and (v) in the case of any assignment resulting from a Lender declining to approve an amendment, waiver or consent that is approved by the Required Lenders, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 1661860.04-NYCSR03A - MSW ARTICLE IV

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the if Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Issuer or any Governmental Authority for the account of any Lender or Lender, the L/C Issuer Issuer, pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (iib) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.. F or p er so na l u se o nl

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, --118- such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any Lender requests compensation under Section 3.043.5, or if the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Lender or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.023.7, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, shall use reasonable efforts to designate a different Lending Office lending office for funding or booking its Revolving Loans or Letters of Credit (or any participation therein) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the L/C IssuerLender, such designation or assignment (i) would eliminate or materially reduce amounts payable pursuant to Section 3.01 3.5 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.023.7, as applicable, in the future and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, any of its Affiliates to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beany of its Affiliates. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 3.5, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.7, in an aggregate amount in excess of $5,000, or if any Lender defaults in its obligations to fund Revolving Loans, then the Borrower may, at its sole expense (including the fees referred to in Section 10.4(b)) and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.4), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 3.8(a) so as to eliminate the continued need for payment of amounts owing pursuant to Section 3.5 or 3.7, (iv) the Borrower shall have received the prior written consent of the Administrative Agent and the Issuing Bank to any replacement Lender which is not then a Lender, which consents shall not unreasonably be withheld, (v) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (vi) in the case of any such assignment resulting from a claim for compensation under Section 3.5 or payments required to be made pursuant to Section 3.7, 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 Borrower to require such assignment and delegation cease to apply. Until such time as such replacement shall be consummated, (i) the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 or 3.7, as the case may be, and (ii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower or any Credit Party shall have against the replaced Lender.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. (a) If any Lender requests compensation under Section 3.043.5, or if the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, Lender or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.023.7, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, shall use reasonable efforts to designate a different Lending Office lending office for funding or booking its Loans or Letters of Credit (or any participation therein) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C IssuerLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 Sections 3.5 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.023.7, as applicable, in the future and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beLender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 3.5, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.7, in an aggregate amount in excess of $25,000, then the Borrower may, at its sole expense (including the fees referred to in Section 10.4(b)) and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.4), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) 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 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 3.5 or payments required to be made pursuant to Section 3.7, 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 Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, 65833673_5 then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.