Common use of Mitigation Obligations Clause in Contracts

Mitigation Obligations. In the event that (i) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasions, the Borrower may, within 60 days of the demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of Section 10.4, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such Lender’s Loans plus any accrued but unpaid interest thereon and accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any other amounts payable to such Lender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replaced.

Mitigation Obligations. If any Lender other than Barclays (i) requests compensation under Section 3.01(e) or (f), or if the Company is required to pay any Indemnified Taxes or additional amounts to any Lender other than Barclays or any Governmental Authority for the account of any Lender other than Barclays pursuant to Section 3.02, (ii) defaults in its obligations to make Advances hereunder or (iii) becomes subject to a Bail-In Action, then the event Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in and the consents required by Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01(e) or (f) or Section 3.02) and obligations under this Agreement and the related 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 becomes obligated to pay additional amounts to any Lender pursuant to Section 3.5Company shall have received the prior written consent of the Administrative Agent, Section 3.6 which consent shall not unreasonably be withheld, condition or Section 3.7delayed, or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasions, the Borrower may, within 60 days of the demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions shall have received payment of Section 10.4, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price amount equal to the outstanding principal amount of such Lender’s Loans plus any its Advances, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender hereunderit hereunder and under the other Credit Documents, and from the assignee (to assume all the obligations extent of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto outstanding principal and accrued interest and fees) or have any rights hereunder the Company (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in the event that case of all other amounts), (iii) such assignment will result in a Lender is replaced pursuant ratable reduction in the claim for compensation or payments under Section 3.01(e) or (f) or Section 3.02, as applicable and (iv) such assignment does not conflict with applicable law. A lender shall not be required to this Section 3.8 make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower becoming obligated circumstances entitling the Company to pay additional amounts require such assignment and delegation cease to apply. No prepayment fee that may otherwise be due hereunder shall be payable to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, in connection with any such Lender shall be entitled to receive such additional amounts as if it had not been so replacedassignment.

Mitigation Obligations. In the event that (i) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasions, the Borrower may, within 60 days of the demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of Section 10.4, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such Lender’s 's Loans plus any accrued but unpaid interest thereon and accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s 's Commitment and any other amounts payable to such Lender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replaced.

Mitigation Obligations. In (a) If any Financing Party requests compensation under Section 13.02 (on its own behalf or on behalf of a participant) or Section 13.03, or if the event that Borrower is required to pay any additional amount to the Lender or any Governmental Authority for the account of the Lender (or for the account of a participant) pursuant to Section 13.01, then the Lender shall use reasonable efforts (and shall instruct any participant) 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 the Lender or participant, such designation or assignment (i) the Borrower becomes obligated to pay additional would eliminate or reduce amounts to any Lender payable pursuant to Section 3.513.01 or 13.02, Section 3.6 or Section 3.7as the case may be, or in the future, and (ii) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment. (b) If the Lender requests compensation under Section 13.02 (for its own account or the account of a participant), or if the Borrower is required to pay any additional amount to the Lender or any Governmental Authority for the account of the Lender or participant pursuant to Section 13.01, or if the Lender defaults in its obligation to fund Loans hereunder on two or more occasionshereunder, then the Borrower may, within 60 days of at its sole expense and effort, upon notice to the demand by such Lender for such additional amounts or and the relevant default by such LenderFacility Agent, as require the case may beLender to assign and delegate, without recourse (in accordance with and subject to and the restrictions contained in accordance with the provisions of Section 10.416.04), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interestsinterest, rights and obligations under this Agreement to an assignee that shall assume such obligations; provided that (i) the Loan Documents, without recourse to or warranty by or expense to, such Borrower shall have received the prior written consent of the Lender, for a purchase price which consent shall not unreasonably be withheld; (ii) the Lender shall have received payment of an amount equal to the outstanding principal amount of such Lender’s Loans plus any its Guaranteed Notes, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunder, and, upon 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 purchaseassignment resulting from a claim for compensation under Section 13.02 or payments required to be made pursuant to Section 13.01, such assignment will result in a reduction in such compensation or payments. The Lender shall no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of a waiver by the Lender or otherwise, the circumstances entitling the Borrower becoming obligated to pay additional amounts require such assignment and delegation cease to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In the event that (ia) If any Lender or Issuing Bank requests compensation under Section 2.14, or if the Borrower becomes obligated is required to pay any 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 3.52.16, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans or issuing its Letters of Credit 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 Issuing Bank, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 3.6 2.14 or 2.16, as applicable, in the future and (b) would not subject such Lender or Issuing Bank to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Bank in any material respect. The 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. (b) If any Lender or Issuing Bank requests compensation under Section 3.72.14, or (ii) if the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.16, or if any Lender defaults in its obligation to fund Loans hereunder on two hereunder, or more occasionsany Issuing Bank defaults in its obligation to issue Letters of Credit hereunder, then, so long as no Event of Default has occurred and is continuing, the Borrower may, within 60 days of the demand by at its sole expense and effort, elect to replace such Lender for or Issuing Bank as a Lender or Issuing Bank party to this Agreement upon notice to such additional amounts Lender or the relevant default by such LenderIssuing Bank, as the case may beapplicable, and subject to and in accordance the Administrative Agent; provided that, concurrently with the provisions of Section 10.4such replacement, designate (i) an Eligible Assignee shall agree, as of such date, to purchase for cash, at 100% of the principal amount thereof, the Loans and other Obligations due to the Lender or Issuing Bank being replaced pursuant to an Assignment and Acceptance (or other assignment documentation acceptable to the Administrative Agent and Agent, in the case of a replacement Issuing Bank) ), and to purchase and assume become a Lender or Issuing Bank for all its interests, rights and obligations purposes under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such Lender’s Loans plus any accrued but unpaid interest thereon and accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any other amounts payable to such Lender hereunder, this Agreement and to assume all the obligations of the Lender or Issuing Bank being replaced that are to be terminated as of such Lender hereunderdate, and, upon such purchase(ii) in the case of an assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such Lender shall no longer be assignment will result in a party hereto reduction in such compensation or have any rights hereunder payments, and (except those that survive full repayment hereunderiii) and shall be relieved from all obligations to the Borrower hereunder, and or the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant or Issuing Bank being replaced on the day of such replacement all interest, fees and other amounts then accrued but unpaid to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled or Issuing Bank, including payments due to receive such additional amounts Lender or Issuing Bank under Sections 2.14, 2.15 and 2.16, as if it had not been so replacedapplicable.

Mitigation Obligations. In the event that (ia) the If any Lender requests compensation under Section 3.5, or if any Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.7, then such Lender shall use reasonable efforts to designate a different 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, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.5 or 3.7, as applicable, 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. (b) If any Lender requests compensation under Section 3.5, Section 3.6 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 3.7, or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasions, then the Borrower Company may, within 60 days of at its sole expense (including the demand by fees referred to in Section 10.4(b)) and effort, upon notice to such Lender for and the Administrative Agent, require such additional amounts or the relevant default by such LenderLender to assign and delegate, as the case may be, without recourse (in accordance with and subject to and the restrictions contained in accordance with the provisions of Section 10.4), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse Documents to or warranty by or expense to, an Eligible Institution that shall assume such obligations (which Eligible Institution may be another Lender, for if a purchase price Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of such Lender’s Loans plus any its Loans, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunder, and, upon outstanding principal and accrued interest and fees) or the relevant Borrowers (in the case of all other amounts) and (iii) in the case of any such purchaseassignment 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 no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to a waiver by such Lender pursuant or otherwise, the circumstances entitling the Company to Section 3.5, Section 3.6 or Section 3.7, require such Lender shall be entitled assignment and delegation cease to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In the event that (ia) the If any Lender requests compensation under Section 2.15, or if any Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.52.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.6 2.13 or Section 3.72.15, or as applicable, 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 Lender in any material respect. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender defaults in its obligation connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.13, or if any Borrower is required to fund Loans hereunder on two pay any additional amount to any Lender or more occasionsany Governmental Authority for the account of any Lender pursuant to Section 2.15, then the Borrower Borrowers may, within 60 days of the demand by at their sole expense and effort, upon notice to such Lender for and the Administrative Agent, require such additional amounts or the relevant default by such LenderLender to assign and delegate, as the case may be, without recourse (in accordance with and subject to and the restrictions contained in accordance with the provisions of Section 10.410.04), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse this Agreement to or warranty by or expense to, an assignee that shall assume such obligations (which assignee may be another Lender, for if a purchase price Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Required Lenders, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of such Lender’s Loans plus any its Loans, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender hereunderit under the Loan Documents, and from the assignee (to assume all the obligations extent of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto outstanding principal and accrued interest and fees) or have any rights hereunder the Borrowers (except those that survive full repayment hereunderin the case of all other amounts) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, (iii) in the event that case of any such assignment resulting from a Lender is replaced pursuant claim for compensation under Section 2.13 or payments required to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to such Lender be made pursuant to Section 3.5, Section 3.6 or Section 3.72.15, such Lender shall be entitled to receive assignment will result in a reduction in such additional amounts as if it had not been so replacedcompensation or payments.

Mitigation Obligations. In the event that (ia) the If any Lender requests compensation under Section 3.5, or if any Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasions, the Borrower may, within 60 days of the demand by then such Lender shall use reasonable efforts to designate a different lending office for such additional amounts 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 relevant default by judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.5 or 3.7, 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. Each Borrower shall pay its Pro Rata Share of all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 3.5(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 3.7, 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 and the restrictions contained in accordance with the provisions of Section 10.4), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse Documents to or warranty by or expense to, an assignee that shall assume such obligations (which assignee may be another Lender, for if a purchase price 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 amount of such Lender’s its Loans plus any and participations in Swingline Loans, accrued but and unpaid interest thereon thereon, accrued and accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunder, and, upon outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all such purchaseother amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.5(b) or payments required to be made pursuant to Section 3.7, such assignment should result in a reduction in such compensation or payments in the future. A Lender shall no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to a waiver by such Lender pursuant or otherwise, the circumstances entitling a Borrower to Section 3.5, Section 3.6 or Section 3.7, require such Lender shall be entitled assignment and delegation cease to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In If the event Lender requests compensation under §2.5 hereof or if the Borrower is required to pay any additional amount to any Lender (or to any Governmental Authority for account of any Lender) pursuant to §2.6 hereof or if a change in Law after the date hereof gives rise to a reasonable expectation that such a request or requirement would (but for §2.7) occur, then (if reasonably practicable) the Lender shall use reasonable efforts to designate a different lending office for funding or booking the Loan or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if such designation or assignment (i) the Borrower becomes obligated to pay additional would eliminate or reduce amounts to any Lender payable pursuant to Section 3.5§2.5 or §2.6 hereof, Section 3.6 or Section 3.7as the case may be, or in the future, and (ii) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay the reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment. If the Lender requests compensation under §2.5 hereof, or if the Borrower is required to pay any additional amount to the Lender (or to any Governmental Authority for account of the Lender) pursuant to §2.6 hereof, or if a change in Law after the date hereof gives rise to a reasonable expectation that such a request or requirement would (but for this §2.7) occur, or if the Lender defaults in its obligation to fund Loans hereunder on two or more occasionsAdvances hereunder, then the Borrower may, within 60 days of at its sole expense, upon notice to the demand by such Lender for such additional amounts or the relevant default by such Lender, as prepay the case may beLoan in whole, and subject to and in accordance with the provisions requirements of Section 10.4§2.3(a) hereof other than the requirement to pay the applicable Prepayment Premium, designate provided, that the Lender shall have received payment of an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price amount equal to the outstanding principal amount of such Lender’s Loans plus any its Loan, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and to assume all from the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunderBorrower. The Borrower shall execute and deliver not be permitted to make any such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprepayment free of an otherwise applicable Prepayment Premium under this §2.7 if, in the event that a Lender is replaced pursuant to this Section 3.8 prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower becoming obligated to pay additional amounts make such prepayment under this paragraph cease to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In If the event Lender requests compensation under §2.5 hereof or if the Borrower is required to pay any additional amount to any Lender (or to any Governmental Authority for account of any Lender) pursuant to 2.6 hereof or if a change in Law after the date hereof gives rise to a reasonable expectation that such a request or requirement would (but for §2.7) occur, then (if reasonably practicable) the Lender shall use reasonable efforts to designate a different lending office for funding or booking the Loan or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if such designation or assignment (i) the Borrower becomes obligated to pay additional would eliminate or reduce amounts to any Lender payable pursuant to Section 3.5§2.5 or §2.6 hereof, Section 3.6 or Section 3.7as the case may be, or in the future, and (ii) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay the reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment. If the Lender requests compensation under §2.5 hereof, or if the Borrower is required to pay any additional amount to the Lender (or to any Governmental Authority for account of the Lender) pursuant to §2.6 hereof, or if a change in Law after the date hereof gives rise to a reasonable expectation that such a request or requirement would (but for this 2.7) occur, or if the Lender defaults in its obligation to fund Loans hereunder on two or more occasionsAdvances hereunder, then the Borrower may, within 60 days of at its sole expense, upon notice to the demand by such Lender for such additional amounts or the relevant default by such Lender, as prepay the case may beLoan in whole, and subject to and in accordance with the provisions requirements of Section 10.4§2.3(a) hereof other than the requirement to pay the applicable Prepayment Premium, designate provided, that the Lender shall have received payment of an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price amount equal to the outstanding principal amount of such Lender’s Loans plus any its Loan, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and to assume all from the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunderBorrower. The Borrower shall execute and deliver not be permitted to make any such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprepayment free of an otherwise applicable Prepayment Premium under this §2.7 if, in the event that a Lender is replaced pursuant to this Section 3.8 prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower becoming obligated to pay additional amounts make such prepayment under this paragraph cease to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In If the event Lender requests compensation under §2.5 hereof or if the Borrower is required to pay any additional amount to any Lender (or to any Governmental Authority for account of any Lender) pursuant to §2.6 hereof or if a change in Law after the date hereof gives rise to a reasonable expectation that such a request or requirement would (but for §2.7) occur, then (if reasonably practicable) the Lender shall use reasonable efforts to designate a different lending office for funding or booking the Loan or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if such designation or assignment (i) the Borrower becomes obligated to pay additional would eliminate or reduce amounts to any Lender payable pursuant to Section 3.5, Section 3.6 §2.5 or Section 3.7, or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasions, the Borrower may, within 60 days of the demand by such Lender for such additional amounts or the relevant default by such Lender§2.6 hereof, as the case may be, in the future, and (ii) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay the reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment. If the Lender requests compensation under §2.5 hereof, or if the Borrower is required to pay any additional amount to the Lender (or to any Governmental Authority for account of the Lender) pursuant to §2.6 hereof, or if a change in Law after the date hereof gives rise to a reasonable expectation that such a request or requirement would (but for this §2.7) occur, then the Borrower may, at its sole expense, upon notice to the Lender, prepay the Loan in whole, subject to and in accordance with the provisions requirements of Section 10.4§2.3(a) hereof other than the requirement to pay the applicable Prepayment Premium, designate provided, that the Lender shall have received (i) payment of an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price amount equal to the outstanding principal of its Loan, (ii) accrued interest thereon, (iii) accrued fees, (iv) payment of an amount of such equal to the Lender’s Loans plus any accrued but unpaid interest thereon Foreign Exchange Obligations, and accrued but unpaid facility fees, utilization fees (v) and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and to assume all from the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunderBorrower. The Borrower shall execute and deliver not be permitted to make any such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprepayment free of an otherwise applicable Prepayment Premium under this §2.7 if, in the event that a Lender is replaced pursuant to this Section 3.8 prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower becoming obligated to pay additional amounts make such prepayment under this paragraph cease to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In the event that (i) If any Lender requests compensation under Section 2.10, or requires the Borrower becomes obligated to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5, Section 3.6 or Section 3.72.12, or (ii) any Lender defaults in suspends its obligation to fund Loans hereunder on two continue, or more occasionsConvert Advances into, the Borrower mayEurodollar Advances pursuant to Section 2.3(c)(iii) or Section 2.8, within 60 days of the demand by then such Lender (an “Affected Lender”) shall use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such additional Affected Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.10 or the relevant default by such Lender2.12, as the case may be, in the future or if applicable, would avoid the effect of Section 2.3(c)(iii) or Section 2.8, (ii) would not subject such Affected Lender to any unreimbursed cost or expense and subject would not otherwise be disadvantageous to such Affected Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with any such designation or assignment. Further, in the event of any such circumstances Borrower shall have the right to replace the Affected Lender with one or more Eligible Assignees in which event, not later than 30 Business Days after notice to the Administrative Agent and the Affected Lender designating the Eligible Assignee or Assignees and the percentage interest in the Affected Lender’s interest to be assigned to each Eligible Assignee or Assignees, (i) the Affected Lender and the designated Eligible Assignee or Assignees shall enter into an Assignment and Assumption Agreement and otherwise conclude such assignment in accordance with the provisions of Section 10.49.6(a), designate an and (ii) each Eligible Assignee (acceptable shall remit to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Affected Lender, for a purchase price in immediately available funds, an amount equal to the outstanding principal amount product of such (a) the percentage interest of the Affected Lender’s Loans plus any interest being assigned and (b) the outstanding principal, accrued but unpaid interest thereon and accrued but unpaid facility feesinterest, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any other amounts payable Obligations owed by the Borrower to such the Affected Lender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replaced.

Mitigation Obligations. In the event that (ia) If any Lender requests compensation under Section 2.14, or if the Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.52.16, Section 3.6 then such Lender shall use reasonable efforts to designate a different lending office for funding or Section 3.7, or (ii) any Lender defaults in booking its obligation to fund Loans hereunder on two or more occasionsto assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the Borrower may, within 60 days judgment of the demand by such Lender for such additional amounts or the relevant default by such Lender, 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 to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.14, 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 2.16, or if any Lender becomes a Defaulting Lender, or if any Lender shall fail to approve any amendment, waiver or modification to this Agreement or any other Financing Document that requires the approval of each Lender or each affected Lender and such amendment, waiver or modification shall have been approved by Lenders constituting 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 and the restrictions contained in accordance with the provisions of Section 10.49.04), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse this Agreement to or warranty by or expense to, an assignee that shall assume such obligations (which assignee may be another Lender, for if a purchase price Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of such Lender’s its Loans plus any and participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunderoutstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and, upon and (iii) in the case of any such purchaseassignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law and (v) in the case of any such assignment resulting from a Lender failing to approve any amendment, waiver or modification to this Agreement or any other Financing Document, each applicable assignee shall have agreed to approve such amendment, waiver or modification. A Lender shall no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower becoming obligated to pay additional amounts require such assignment and delegation cease to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In the event that (ia) the If any Lender requests compensation under Section 2.14, or if any Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.52.16, then, upon the Administrative Borrower’s written request, such Lender shall use commercially 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 (provided that, if such compensation or additional amounts relate to a particular Class of Loans, such designation or assignment may relate only to such Class of Loans), if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.6 2.14 or Section 3.72.16, or 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. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender (other than the Initial Lender) requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender (other than the Initial Lender) or any Governmental Authority for the account of such Lender pursuant to Section 2.16, or if any Lender (other than the Initial Lender) defaults in its obligation to fund Loans hereunder on two or more occasionshereunder, then the Administrative Borrower may, within 60 days of the demand by at its sole expense and effort, upon notice to such Lender for and the Administrative Agent, require such additional amounts or the relevant default by such LenderLender to assign and delegate, as the case may be, without recourse (in accordance with and subject to and the restrictions contained in accordance with the provisions of Section 10.49.04), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse this Agreement to or warranty by or expense to, an assignee that shall assume such obligations (which assignee may be another Lender, for if a purchase price Lender accepts such assignment); provided that (i) the Administrative 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 amount of such Lender’s Loans plus any its Loans, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunderoutstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), and, upon (iii) in the case of any such purchaseassignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments and (iv) with respect to compensation or additional amounts (but not defaults) in respect of a particular Class of Loans, such assignment may be limited to such Class of Loans. A Lender shall no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to a waiver by such Lender pursuant or otherwise, the circumstances entitling the Administrative Borrower to Section 3.5, Section 3.6 or Section 3.7, require such Lender shall be entitled assignment and delegation cease to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In the event that (i) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.53 .5 , Section 3.6 or Section 3.73.7 , or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasionsbecomes a Defaulting Lender, the Borrower may, within 60 days of the demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of Section 10.410.4 , designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing BankAgent) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such Lender’s Loans plus any accrued but unpaid interest thereon and accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any other amounts payable to such Lender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 3.53.5 , Section 3.6 or Section 3.73.7 , such Lender shall be entitled to receive such additional amounts as if it had not been so replaced.

Mitigation Obligations. In (a) If any APA Bank requests compensation under Section 7.2, or if the event that 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, then such APA Bank shall use reasonable efforts to designate a different lending office for funding or booking its 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 APA Bank, such designation or assignment (i) the Borrower becomes obligated to pay additional would eliminate or reduce amounts to any Lender payable pursuant to Section 3.5, Section 3.6 7.2 or Section 3.7, or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasions, the Borrower may, within 60 days of the demand by such Lender for such additional amounts or the relevant default by such Lender7.3, as the case may be, in the future and (ii) would not subject such APA Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such APA Bank. The Company hereby agrees to pay all reasonable costs and expenses incurred by any 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 and the restrictions contained in accordance with the provisions of Section 10.411.11), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume 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 Loan DocumentsCompany shall have received the prior written consent of the Funding Agent, without recourse to or warranty by or expense towhich consent shall not unreasonably be withheld, (ii) such Lender, for a purchase price APA Bank shall have received payment of an amount equal to the outstanding principal amount of such Lender’s Loans plus any its Series 1998-2 Purchaser Invested Amount, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunder, and, upon Series 1998-2 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 purchaseassignment resulting from a claim for compensation under Section 7.2 or payments required to be made pursuant to Section 7.3, such Lender assignment will result in a reduction in such compensation or payments. An APA Bank shall no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of a waiver by such APA Bank or otherwise, the Borrower becoming obligated circumstances entitling the Company to pay additional amounts require such assignment and delegation cease to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In (a) If any APA Bank requests compensation under Section 7.2, or if the event that 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, then such APA Bank shall use reasonable efforts to designate a different lending office for funding or booking its 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 APA Bank, such designation or assignment (i) the Borrower becomes obligated to pay additional would eliminate or reduce amounts to any Lender payable pursuant to Section 3.5, Section 3.6 7.2 or Section 3.7, or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasions, the Borrower may, within 60 days of the demand by such Lender for such additional amounts or the relevant default by such Lender7.3, as the case may be, in the future and (ii) would not subject such APA Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such APA Bank. The Company hereby agrees to pay all reasonable costs and expenses incurred by any 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 and the restrictions contained in accordance with the provisions of Section 10.411.11), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume 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 Loan DocumentsCompany shall have received the prior written consent of the Funding Agent, without recourse to or warranty by or expense towhich consent shall not unreasonably be withheld, (ii) such Lender, for a purchase price APA Bank shall have received payment of an amount equal to the outstanding principal amount of such Lender’s Loans plus any its Series 1998-1 Purchaser Invested Amount, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunder, and, upon 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 purchaseassignment resulting from a claim for compensation under Section 7.2 or payments required to be made pursuant to Section 7.3, such Lender assignment will result in a reduction in such compensation or payments. An APA Bank shall no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of a waiver by such APA Bank or otherwise, the Borrower becoming obligated circumstances entitling the Company to pay additional amounts require such assignment and delegation cease to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In the event that (i) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, or (ii) any Lender defaults in its obligation to fund Loans hereunder on two or more occasionsbecomes a Defaulting Lender, the Borrower may, within 60 days of the demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of Section 10.4, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing BankAgent) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such Lender’s Loans plus any accrued but unpaid interest thereon and accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any other amounts payable to such Lender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replaced.

Mitigation Obligations. In the event that (ia) If any Lender requests compensation under Section 2.14, or if the Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.52.16, Section 3.6 then such Lender shall use reasonable efforts to designate a different lending office for funding or Section 3.7, or (ii) any Lender defaults in booking its obligation to fund Loans hereunder on two or more occasionsto assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the Borrower may, within 60 days judgment of the demand by such Lender for such additional amounts or the relevant default by such Lender, 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 to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.14, 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 2.16, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to and the restrictions contained in accordance with the provisions of Section 10.49.04), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse this Agreement to or warranty by or expense to, an assignee that shall assume such obligations (which assignee may be another Lender, for if a purchase price Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of such Lender’s its Loans plus any and participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunderoutstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and, upon and (iii) in the case of any such purchaseassignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments and (iv) such assignment does not conflict with applicable law. A Lender shall no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower becoming obligated to pay additional amounts require such assignment and delegation cease to such Lender pursuant to Section 3.5, Section 3.6 or Section 3.7, such Lender shall be entitled to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In the event that (ia) the If any Lender requests compensation under Section 2.14, or if any Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.52.16, then, upon the Parent Borrower’s written request, such Lender shall use commercially 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 (provided that, if such compensation or additional amounts relate to a particular Class of Loans, such designation or assignment may relate only to such Class of Loans), if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.6 2.14 or Section 3.72.16, or 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. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender (other than the Initial Lender) requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender (other than the Initial Lender) or any Governmental Authority for the account of such Lender pursuant to Section 2.16, or if any Lender (other than the Initial Lender) defaults in its obligation to fund Loans hereunder on two or more occasionshereunder, then the Parent Borrower may, within 60 days of the demand by at its sole expense and effort, upon notice to such Lender for and the Administrative Agent, require such additional amounts or the relevant default by such LenderLender to assign and delegate, as the case may be, without recourse (in accordance with and subject to and the restrictions contained in accordance with the provisions of Section 10.49.04), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse this Agreement to or warranty by or expense to, an assignee that shall assume such obligations (which assignee may be another Lender, for if a purchase price Lender accepts such assignment); provided that (i) the Parent Borrower shall have received the prior written consent of the Administrative Agent, the Issuing Bank 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 amount of such Lender’s its Loans plus any and participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunderoutstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), and, upon (iii) in the case of any such purchaseassignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments and (iv) with respect to compensation or additional amounts (but not defaults) in respect of a particular Class of Loans, such assignment may be limited to such Class of Loans. A Lender shall no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to a waiver by such Lender pursuant or otherwise, the circumstances entitling the Parent Borrower to Section 3.5, Section 3.6 or Section 3.7, require such Lender shall be entitled assignment and delegation cease to receive such additional amounts as if it had not been so replacedapply.

Mitigation Obligations. In the event that (ia) the If any Lender requests compensation under Section 3.5, or if any Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.7, then such Lender shall use reasonable efforts to designate a different 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, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.5 or 3.7, as applicable, 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. (b) If (i) any Lender requests compensation under Section 3.5, Section 3.6 or Section 3.7, or (ii) any Borrower is required to pay any additional amount to any Lender defaults in its obligation or any Governmental Authority for the account of any Lender pursuant to fund Loans hereunder on two Section 3.7 or more occasions(iii) any Lender becomes a Defaulting Lender, then the Borrower Company may, within 60 days of at its sole expense (including the demand by fees referred to in Section 10.4(b)) and effort, upon notice to such Lender for and the Administrative Agent, require such additional amounts or the relevant default by such LenderLender to assign and delegate, as the case may be, without recourse (in accordance with and subject to and the restrictions contained in accordance with the provisions of Section 10.4), designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse Documents to or warranty by or expense to, an Eligible Institution that shall assume such obligations (which Eligible Institution may be another Lender, for if a purchase price Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of such Lender’s Loans plus any its Loans, accrued but unpaid interest thereon and thereon, accrued but unpaid facility fees, utilization fees and letter of credit fees in respect of such Lender’s Commitment and any all other amounts payable to such Lender it hereunder, and from the assignee (to assume all the obligations extent of such Lender hereunder, and, upon outstanding principal and accrued interest and fees) or the relevant Borrowers (in the case of all other amounts) and (iii) in the case of any such purchaseassignment 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 no longer not be a party hereto or have required to make any rights hereunder (except those that survive full repayment hereunder) such assignment and shall be relieved from all obligations to the Borrower hereunderdelegation if, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contraryprior thereto, in the event that a Lender is replaced pursuant to this Section 3.8 as a result of the Borrower becoming obligated to pay additional amounts to a waiver by such Lender pursuant or otherwise, the circumstances entitling the Company to Section 3.5, Section 3.6 or Section 3.7, require such Lender shall be entitled assignment and delegation cease to receive such additional amounts as if it had not been so replacedapply.