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

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, 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 2.19, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 or 2.19, 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 2.12, or if the Borrower is required to pay an additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IX), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.123.04, or if the 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 2.193.01, then such Lender shall shall, upon the request of such Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 3.04 or 2.193.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any a Lender requests compensation under Section 2.12is a Defaulting Lender, or if under any circumstances otherwise set forth herein providing that the Borrower is required Borrowers shall have the right to pay an additional amount replace a Lender as a party to any Lender or any Governmental Authority for this Agreement, the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring causing such Lender to assign and delegate its Commitment (and with the assignment fee to be paid by the Borrowers in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers; provided, however, that if the Borrowers elect to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to assign replace all Lenders that have made requests for compensation on a similar basis and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IX), all its interests, rights (other than its existing rights to payments a similar amount pursuant to Section 2.12 3.01 or 2.19) 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply3.

Mitigation of Obligations Replacement of Lenders. (a) Determination of amounts payable under Sections 2.17, 2.18, 2.19 or 2.20 in connection with a LIBOR Borrowing shall be calculated as though each Lender funded its LIBOR Borrowing through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the LIBOR applicable to such LIBOR Borrowing whether in fact that is the case or not. If any Lender requests compensation under Section 2.122.18, or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.192.20, then then, upon the Company’s written request to such Lender, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.18 or 2.19Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment requested by the Company. (b) If any Lender requests compensation under Section 2.12, 2.18 or if the a Borrower is required to pay an any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.19 and2.20, or if any Lender defaults in each caseits obligation to fund Loans hereunder, such or if any Lender has declined does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is unable to designate a different lending office in accordance with Section 2.20(a)obtained but that requires the consent of all Lenders, then Borrower the Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 11.4(b), and the Borrowers shall be obligated to pay the recordation and processing fee referred to therein) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.192.20, such assignment will result in a reduction in such compensation or payments thereafterpayments, and (iv) the Borrower Borrowers shall have paid be liable to such replaced Lender under Section 2.19 (as though Section 2.19 were applicable) if any LIBOR Loan owing to such replaced Lender shall be purchased other than on the Administrative Agent last day of the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawInterest Period relating thereto. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.123.04, or if the 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 2.193.01, then such Lender shall shall, upon the request of such Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 3.04 or 2.193.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (bi) If any a Lender requests compensation under Section 2.12becomes a Defaulting Lender, a Non-Consenting Lender, or an Affected Lender, (ii) if a Lender (other than an Existing Non-NAIC Approved Bank) becomes a Non-NAIC Approved Bank, or (iii) under any circumstances set forth in Section 3.06(b) providing that the Borrower is required Borrowers shall have the right to pay an additional amount replace a Lender as a party to any Lender or any Governmental Authority for this Agreement, the account of any Lender pursuant to Section 2.19 andBorrowers may, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring causing such Lender to assign its Commitment (with the assignment fee to be paid by the Borrowers in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers and delegate (and upon the effectiveness of such assignment, such Lender shall cease to be obligated a party hereto; provided, however, that if the Borrowers elect to assign and delegate)exercise such right with respect to a Non-Consenting Lender, without recourse (in accordance with and subject the applicable assignee shall have consented to the restrictions contained applicable amendment, waiver or consent. Upon the making of any such assignment, the Borrowers shall pay in Article IX), all its interests, rights (other than its existing rights to payments full any amounts payable pursuant to Section 2.12 or 2.19) 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply3.05.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.123.04, or if the 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 2.193.01, then such Lender shall shall, upon the request of such Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 3.04 or 2.193.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If Under any circumstances set forth herein providing that the Borrowers shall have the right to replace a Lender requests compensation under Section 2.12as a party to this Agreement, or if the Borrower is required to pay an additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring causing such Lender to assign and delegate its Commitment (and with the assignment fee to be paid by the Borrowers in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers; provided, however, that if the Borrowers elect to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to assign replace all Lenders that have made requests for compensation on a similar basis and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IX), all its interests, rights (other than its existing rights to payments a similar amount pursuant to Section 2.12 3.01 or 2.19) 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply3.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.17, 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 2.19, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.17 or Section 2.19, 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 2.122.17, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.19, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 10.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.17 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.123.04, or if the 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 2.193.01, then such Lender shall shall, upon the request of such Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 3.04 or 2.193.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any a Lender requests compensation under Section 2.12becomes a Defaulting Lender or a Non-NAIC Approved Bank, or if under any circumstances otherwise set forth herein providing that the Borrower is required Borrowers shall have the right to pay an additional amount replace a Lender as a party to any Lender or any Governmental Authority for this Agreement, the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring causing such Lender to assign and delegate its Commitment (and with the assignment fee to be paid by the Borrowers in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers; provided, however, that if the Borrowers elect to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to assign replace all Lenders that have made requests for compensation on a similar basis and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IX), all its interests, rights (other than its existing rights to payments a similar amount pursuant to Section 2.12 3.01 or 2.19) 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply3.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.123.3, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.193.5, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 3.3 or 2.193.5, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.123.3, or if the Borrower is Borrowers are required to pay an any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and3.5, in each case, such or if any Lender has declined or is unable to designate becomes a different lending office in accordance with Section 2.20(a)Defaulting Lender, then Borrower the Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXSection 13.7), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 3.3 or 2.193.5) and obligations under this Agreement and the related Loan Documents other Financing Agreements to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) Borrower the Borrowers shall have received the prior written consent of the Administrative AgentAgent (and in circumstances where its consent would be required under Section 13.7, the Issuing Bank), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal, participation principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 3.3 or payments required to be made pursuant to Section 2.193.5, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrowers to require such assignment and delegation cease to apply. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Administrative Borrower, the Agent and the assignee, and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.16, or if requires the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender Lender, the Issuing Bank or any Governmental Authority for the account of any Lender or the Issuing Bank pursuant to Section 2.192.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.16 or 2.19Section 2.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The 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 2.122.16, or if requires the Borrower is required to pay an any Indemnified Taxes or additional amount amounts to any Lender Lender, the Issuing Bank or any Governmental Authority for the account of any Lender or the Issuing Bank pursuant to Section 2.19 and2.18, in each case, such or if any Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a)Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 11.4(b), ) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.4(b), (iii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iiiiv) such assignment does not conflict with applicable Laws and (v) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.16 or payments required to be made pursuant to Section 2.192.18, such assignment will result in a reduction in future claims for such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.124.04, 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 2.194.01, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 4.04 or 2.19Section 4.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.124.04, or if (ii) the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and4.01, in each case(iii) any Lender becomes a Defaulting Lender, such (iv) any Lender has declined not approved a proposed waiver, consent or is unable amendment requested by the Borrower by the date specified by the Borrower (or gives the Borrower or the Administrative Agent written notice prior to designate a different lending office in accordance with Section 2.20(asuch specified date of its intention not to do so), which has been approved by the Required Lenders, but requires the approval of all Lenders, or (v) if any Lender delivers a notice to the Borrower or the Administrative Agent pursuant to Section 4.02, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXSection 11.03), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Credit Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) if such assignee is not already a Lender hereunder, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (iiy) 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 due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal, participation principal and accrued interest and fees) or the Borrower (in the case of all other amounts), including amounts due under Section 4.05) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.12 4.04 or payments required to be made pursuant to Section 2.194.01, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.17, 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 2.19, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.17 or Section 2.19, 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 2.122.17, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.19, in each case, such or if any Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a)Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 10.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.17 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, 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 2.192.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.15 or 2.19Section 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The 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 2.122.15, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.17, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 11.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees thereon and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.15 or payments required to be made pursuant to Section 2.192.17, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, 5.02 or if the Borrower is required to pay any additional amount to any Lender or any Governmental Government Authority for the account of any Lender pursuant to Section 2.195.04, then such Lender shall Lender, if requested by the Borrower, will use reasonable efforts to designate a different lending office for funding or booking its Loans or to assign its rights and obligations hereunder under the Financing Documents to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, if such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 5.02 or 2.195.04, as the case may be, in the future and (ii) in the Lender’s sole discretion 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 assignmentassignment unless it shall withdraw its request in a timely manner that the Lender designate a different lending office. (b) If any Lender requests compensation under Section 2.125.02, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Government Authority for the account of any Lender pursuant to Section 2.19 and5.04, if Section 5.06 becomes applicable to any Lender or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions restrictions, including required consents, contained in Article IXSection 11.06), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such assumes those obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received receives payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable Secured Obligations owing to it hereunder and under the other Loan Documents, from the assignee (to the extent of such the outstanding principal, participation and accrued interest and feesfees included in those Secured Obligations) or the Borrower (in the case of all other amounts), amounts so included) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.02 or payments required to be made pursuant to Section 2.195.04, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender of its right under Section 5.02, 5.04 or otherwise5.06, as applicable, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease have ceased to apply. If a Lender refuses to be replaced pursuant to this Section 5.05 and Section 11.06(b), the Borrower shall not be obligated to pay such Lender any of the compensation referred to in this Section 5.05 or any additional amounts incurred or accrued under this Article V from and after the date in excess of those that would have been incurred for such replacement.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.18, 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 2.192.20, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts CHAR1\935816v6 payable pursuant to Sections 2.12 under Section 2.18 or 2.19Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower 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 2.122.18, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.20, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 10.4(b), ) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.18 or payments required to be made pursuant to Section 2.192.20, such assignment will result in a reduction in future claims for such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.18, 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 2.192.20, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.18 or 2.19Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower 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 2.122.18, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.20, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 10.4(b), ) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.18 or payments required to be made pursuant to Section 2.192.20, such assignment will result in a reduction in future claims for such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.13, 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 2.192.15, then such Lender shall use reasonable efforts to designate a different lending office 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 reasonable credit judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.13 or 2.19Section 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (1) any Lender requests compensation under Section 2.122.13, or if (2) the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and2.15, or (3) any Lender defaults in each caseits obligation to fund Revolving Loans hereunder and such failure is not cured within three (3) Business Days, such or (4) any Lender has declined suspends its obligation to make or maintain Eurodollar Loans pursuant to Section 2.12 (provided, that this clause (4) shall not apply if the Required Lenders have suspended their respective obligations to make or maintain Eurodollar Loans pursuant to Section 2.12)or (5) any Lender that is unable not the Administrative Agent does not consent to designate a different lending office in accordance with Section 2.20(a)any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained and that requires the consent of all Lenders, then the Borrower may, at its sole expense cost and effortexpense, upon notice to any such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 10.4(b), ) all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Revolving Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.13 or payments required to be made pursuant to Section 2.192.15, such assignment will result in a reduction in or elimination of such compensation or payments thereafterpayments. Except in the case of a Lender that defaults in its obligation to fund Revolving Loans hereunder, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. A a Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a an irrevocable waiver by such Lender or otherwiseLender, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease ceases to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.124.11, or if the 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 2.194.13, then such Lender shall use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 4.11 or 2.19Section 4.13, 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 Borrowers jointly and severally agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. . If (bi) If any Lender requests compensation under Section 2.124.11, or (ii) if the Borrower is Borrowers are required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and4.13, or (iii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 13.2, the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each case, such Lender has declined or a “Non-Consenting Lender”) whose consent is unable to designate a different lending office in accordance with Section 2.20(a)required shall not have been obtained, then Borrower the Borrowers may, at its their sole expense and effort, upon notice from the Borrower Representative to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 13.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 4.11 or 2.194.13, as applicable) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee permitted under Section 13.4 that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment in full of an the unpaid principal amount equal of all Loans and Bonds owed to the outstanding principal of its Loansor held by it, all accrued and unpaid interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Bond Documents, from the assignee (to the extent of such outstanding principal, participation and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 4.11 or payments required to be made pursuant to Section 2.194.13, such assignment will result in a reduction in such compensation or payments thereafterpayments, (iviii) in the Borrower case of a Non-Consenting Lender, each Replacement Lender shall have paid consent, at the time of such assignment, to the Administrative Agent the assignment fee (if any) specified each matter in Article IX respect of which such terminated Lender was a Non-Consenting Lender and (viv) such assignment does not conflict with applicable law. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrowers to require such assignment and delegation cease to apply. Each Lender agrees that if it is replaced pursuant to this Section 4.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any promissory note (if the assigning Lender’s Loans are evidenced by promissory notes) and Bonds subject to such Assignment and Acceptance; provided that the failure of any Lender replaced pursuant to this Section 4.18 to execute an Assignment and Acceptance or deliver such promissory notes or Bonds shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register and the promissory notes and Bonds (to the extent permitted under the terms of the Bond Documents) shall be deemed cancelled upon such failure. Each Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Lender’s attorney-in-fact, with full authority in the place and stead of such Lender and in the name of such Lender, from time to time in the Administrative Agent’s discretion, with prior written notice to such Lender, to take any action and to execute any such Assignment and Acceptance or other instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (b).

Mitigation of Obligations Replacement of Lenders. (a) Determination of amounts payable under Sections 2.15, 2.16, 2.17 or 2.18 in connection with a LIBOR Borrowing shall be calculated as though each Lender funded its LIBOR Borrowing through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the LIBOR applicable to such LIBOR Borrowing, whether in fact that is the case or not. If any Lender requests compensation under Section 2.122.16, or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.192.18, then then, upon the Company’s written request to such Lender, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.16 or 2.19Section 2.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment requested by the Company. (b) If any Lender requests compensation under Section 2.122.16, or if the a Borrower is required to pay an any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.19 and2.18, or if any Lender defaults in each caseits obligation to fund Loans hereunder, such or if any Lender has declined does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is unable to designate obtained but that requires the consent of all Lenders or if any Lender is a different lending office in accordance with Section 2.20(a)Defaulting Lender, then Borrower the Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 11.4(b), and the Borrowers shall be obligated to pay the recordation and processing fee referred to therein) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.16 or payments required to be made pursuant to Section 2.192.18, such assignment will result in a reduction in such compensation or payments thereafterpayments, (iv) the Borrower Borrowers shall have paid be liable to such replaced Lender under Section 2.17 (as though Section 2.17 were applicable) if any LIBOR Loan owing to such replaced Lender shall be purchased other than on the Administrative Agent last day of the assignment fee (if any) specified in Article IX Interest Period relating thereto, and (v) such assignment does not conflict with applicable lawno Default or Event of Default shall have occurred and be continuing. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.123.04, or if the 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 2.193.01, then such Lender shall shall, upon the request of such Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 3.04 or 2.193.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any a Lender requests compensation under Section 2.12becomes a Defaulting Lender, a Non-Consenting Lender, an Affected Lender or a Non-NAIC Approved Bank (other than an Existing Non-NAIC Approved Bank), or if under any circumstances otherwise set forth herein providing that the Borrower is required Borrowers shall have the right to pay an additional amount replace a Lender as a party to any Lender or any Governmental Authority for this Agreement, the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring causing such Lender to assign its Commitment (with the assignment fee to be paid by the Borrowers in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers and delegate (and upon the effectiveness of such assignment, such Lender shall cease to be obligated a party hereto; provided, however, that if the Borrowers elect to assign and delegate)exercise such right with respect to a Non-Consenting Lender, without recourse (in accordance with and subject the applicable assignee shall have consented to the restrictions contained applicable amendment, waiver or consent. Upon the making of any such assignment, the Borrowers shall pay in Article IX), all its interests, rights (other than its existing rights to payments full any amounts payable pursuant to Section 2.12 or 2.19) 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply3.05.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.17, 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 2.19, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.17 or Section 2.19, 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 2.122.17, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and2.19, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 10.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.17 or payments required to be made pursuant to Section 2.19, such assignment will not result in a reduction in such compensation or payments thereafter, (iv) to such Lender from the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawBorrower. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If Prior to any Lender requests requesting compensation under Section 2.12, or if the Borrower is being required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.192.14, then such the applicable 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections under Section 2.12 or 2.19Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a)2.14, then the Borrower may, at its sole expense cost and effortexpense, upon notice to any such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 8.4(b) all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 or payments required to be made pursuant to Section 2.192.14, such assignment will result in a reduction in or elimination of such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a an irrevocable waiver by such Lender or otherwiseLender, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease ceases to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, 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 2.192.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its portion of the Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable credit judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections under Section 2.12 or 2.19Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (1) any Lender requests compensation under Section 2.12, or if (2) the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and2.14, in each caseor (3) any Lender suspends its obligation to maintain Eurodollar Loans pursuant to Section 2.11 (provided, such Lender has declined or is unable that this clause (3) shall not apply if the Required Lenders have suspended their respective obligations to designate maintain a different lending office in accordance with Eurodollar Loan pursuant to Section 2.20(a2.11), or (4) a Lender Insolvency Event has occurred and is continuing with respect to such Lender, or (5) any Lender that is not the Administrative Agent does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained and that requires the consent of all Lenders, then the Borrower may, at its sole expense cost and effortexpense, upon notice to any such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 10.4(b), ) all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if Lender other than a Lender accepts such assignmentas to which a Lender Insolvency Event has occurred); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansthe Term Loan owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 or payments required to be made pursuant to Section 2.192.14, such assignment will result in a reduction in or elimination of such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a an irrevocable waiver by such Lender or otherwiseLender, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease ceases to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, 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 2.192.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans portion of the Term Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable credit judgment of such Lender, such designation or assignment assignment (i) would eliminate or reduce amounts payable pursuant to Sections under Section 2.12 or 2.19Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (1) any Lender requests compensation under Section 2.12, or if (2) the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and2.14, in each caseor (3) any Lender suspends its obligation to maintain Eurodollar Loans pursuant to Section 2.11 (provided, such that this clause (3) shall not apply if the Required Lenders have suspended their respective obligations to maintain a Eurodollar Loan pursuant to Section 2.11) or (4) any Lender has declined that is not the Administrative Agent does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is unable to designate a different lending office in accordance with Section 2.20(a)obtained and that requires the consent of all Lenders, then the Borrower may, at its sole expense cost and effortexpense, upon notice to any such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 10.4(b), ) all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansthe Term Loan owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 or payments required to be made pursuant to Section 2.192.14, such assignment will result in a reduction in or elimination of such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a an irrevocable waiver by such Lender or otherwiseLender, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease ceases to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.124.8, or if the 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 2.19Sections 4.10 or 4.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to under Sections 2.12 4.8, 4.10 or 2.194.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.124.8, or if the any Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 andSections 4.10 or 4.11, in each case, such or any Lender has declined or is unable to designate make Offshore Rate Loans for the reasons set forth in Section 2.18 or because it is unwilling to accept a different lending office proposed Designated Borrower because it is unwilling or unable to obtain additional licenses or franchises to enable it to make such requested Loan or if any Lender defaults in accordance with Section 2.20(a)its obligation to fund Loans hereunder, then Borrower the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 13.9 all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents (other than any outstanding Competitive Bid Loans held by such Lender) to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower the Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its all Loans (other than any outstanding Competitive Bid Loans) owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Company (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 4.8 or payments required to be made pursuant to Section 2.19Sections 4.10 or 4.11, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation ifif , prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Company to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, 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 2.192.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.15 or 2.19Section 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The 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 2.122.15, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.17, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 11.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.15 or payments required to be made pursuant to Section 2.192.17, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.21, or if the either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.192.23, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.21 or 2.19Section 2.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.122.21, or if the either Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.23, in each case, such or any Lender has declined or is unable to designate a different lending office make Eurocurrency Loans 43 for the reasons set forth in accordance with Section 2.20(a)2.20 or if any Lender defaults in its obligation to fund Loans hereunder, then Borrower the Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 10.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Borrowers (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.21 or payments required to be made pursuant to Section 2.192.23, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.21, 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 2.192.23, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.21 or 2.19Section 2.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment made with the knowledge or at the request of the Borrower. (b) If any Lender requests compensation under Section 2.122.21, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.23, in each case, such or any Lender has declined or is unable to designate a different lending office make Eurodollar Loans for the reasons set forth in accordance with Section 2.20(a)2.20 or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 10.4(b), ) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.21 or payments required to be made pursuant to Section 2.192.23, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.17, or if the 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 2.19, or if any Lender determines it can no longer make or maintain any Eurodollar Loans pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment reasonable judgement of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.16, Section 2.17 or Section 2.19, as the case may be, in the future and (ii) future; provided that such efforts would not subject such Lender to any material unreimbursed cost or expense expenses and would not otherwise be disadvantageous to such Lender. Lender in any material respects.The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.17, or if the any Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and2.19, (ii) any Lender is a Defaulting Lender or a Disqualified Institution, or (iii) in each caseconnection with any proposed amendment, such Lender has declined modification, termination, waiver or is unable consent with respect to designate a different lending office in accordance with any of the provisions hereof as contemplated by Section 2.20(a10.02(b), the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, then Borrower the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated agrees to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 10.04(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 2.17 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (iA) Borrower the Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheldwithheld (unless such assignment would not require such consent under Section 10.04), (iiB) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it and all funded participations in LC Disbursements, accrued interest thereon, accrued fees fees, any breakage costs required under Section 2.18 and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest and fees) or the and from each relevant Borrower (in the case of all other amounts), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.17 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafterpayments, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (vD) in the case of a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment does not conflict with applicable lawassignment, to each matter in respect of which such terminated Lender was a Non-Consenting Lender. A Lender (other than a Defaulting Lender or a Disqualified Institution) shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Company to require such assignment and delegation cease to apply. Nothing in this Section 2.24 shall be deemed to prejudice any rights that the Borrowers or any Lender that is not a Defaulting Lender may have against any Lender that is a Defaulting Lender.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.19, or if the Borrower or any Designated Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.192.21, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.19 or 2.19Section 2.21, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower and any Designated 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 2.122.19, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.21, in each case, such or any Lender has declined or is unable to designate make Eurocurrency Loans for the reasons set forth in Section 2.18 or because it is unwilling to accept a different lending office proposed Designated Borrower because it is unwilling or unable to obtain additional licenses or franchises to enable it to make such requested Loan or if any Lender defaults in accordance with Section 2.20(a)its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 10.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents (other than any outstanding Competitive Bid Loans held by such Lender) to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its all Loans (other than any outstanding Competitive Bid Loans) owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.19 or payments required to be made pursuant to Section 2.192.21, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation ifif , prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) Each Lender (or Transferee), or other applicable Person mentioned in Section 2.16, agrees that upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15 or 2.16 with respect to such Lender (or Transferee), it will, if requested by the applicable Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender (or Transferee)) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its respective lending offices to suffer no material economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section 2.18 shall affect or postpone any of the obligations of any Borrower or the rights of any Lender (or Transferee) pursuant to Sections 2.14, 2.15 and 2.16. (b) If any Lender requests compensation under Section 2.122.15, 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 2.19, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 or 2.19, 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 2.122.16, or if the Borrower is required to pay an additional amount to any Lender defaults in its obligation to fund Loans hereunder, or any Governmental Authority for the account of any Lender pursuant to if Borrowers exercise their replacement rights under Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a10.09(e), then the applicable Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Applicable Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXin, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related other 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 that: (i1) Borrower the Administrative Agent shall have received been paid the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, processing and recordation fee specified in Section 10.04(b); (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, Documents from the assignee (to the extent of such outstanding principal, participation principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts), ; (iii3) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.192.16, such assignment will result in a reduction in such compensation or payments thereafter, ; and (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v4) such assignment does not conflict with applicable lawRequirements of Law. 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 giving rise entitling the applicable Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.11, or if requires the Borrower is required to pay any additional amount amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.192.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances 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 Sections 2.12 Section 2.11 or 2.192.14, as the case may be, in the future 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 2.122.11, or if the Borrower is required to pay an additional amount amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.19 and2.14, in each case, or if any Lender is a Defaulting Lender or following such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a)Lender’s Downgrade, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXin, and consents required by, Section 8.07(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) 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 that: (i) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and (including any amounts under the other Loan Documents, Section 8.04(c)) from the assignee (to the extent of such outstanding principal, participation principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ii) on the date payment of all amounts referred to in Section 2.19(b)(i) has been made, such Lender shall be deemed to have executed and delivered an Assignment and Assumption, and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption on behalf of such Lender; (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.11 or payments required to be made pursuant to Section 2.192.14, such assignment will result in a reduction in such compensation or payments thereafter, ; and (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.18, 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 2.192.20, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.18 or 2.19Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower 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 2.122.18, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.20, in each case, such or if any Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a)Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 11.4(b), ) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.4(b), (iii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent CHAR1\1185130v10 case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iiiiv) such assignment does not conflict with applicable Laws and (v) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.192.20, such assignment will result in a reduction in future claims for such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.18, 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 2.192.20, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.18 or 2.19Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower 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 2.122.18, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.20, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 10.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the U.S. Dollar Equivalent of the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.18 or payments required to be made pursuant to Section 2.192.20, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) Determination of amounts payable under Sections 2.16, 2.17, 2.18 or 2.19 in connection with a LIBOR Borrowing shall be calculated as though each Lender funded its LIBOR Borrowing through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the LIBOR applicable to such LIBOR Borrowing, whether in fact that is the case or not. If any Lender is unable to make or maintain LIBOR Loans when other Lenders are able to make or maintain LIBOR Loans, requests compensation under Section 2.122.17, or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.19, then then, upon the Company’s written request to such Lender, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.17 or Section 2.19, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment requested by the Company. (b) If any Lender is unable to make or maintain LIBOR Loans when other Lenders are able to make or maintain LIBOR Loans, requests compensation under Section 2.122.17, or if the a Borrower is required to pay an any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.19 and2.19, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then Borrower the Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 11.4(b), and the Borrowers shall be obligated to pay the recordation and processing fee referred to therein) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Borrowers (in the case of all other amounts), (iii) in the case of any Borrowers shall be liable to such assignment resulting from a claim for compensation replaced Lender under Section 2.12 or payments required 2.18 (as though Section 2.18 were applicable) if any LIBOR Loan owing to such replaced Lender shall be made pursuant to Section 2.19purchased other than on the last day of the Interest Period relating thereto, such assignment will result in a reduction in such compensation or payments thereafter, and (iv) the Borrower no Event of Default shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX occurred and (v) such assignment does not conflict with applicable lawbe continuing. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrowers to require such assignment and delegation cease to apply. (c) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to Sections 2.17, 2.18 or 2.19 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to Sections 2.17, 2.18 or 2.19 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Company of the Change in Law or other event giving rise to such tax, increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law or other event giving rise to such tax, increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.121.8, or if requires the Borrower is required to pay any Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.191.9, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans and Advances 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 Sections 2.12 Section 1.8 or 2.191.9, as the case may be, in the future 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 2.121.8, or if the Borrower is required to pay an any Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 1.9 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a9.20(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXin, and consents required by, Section 8.1), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 1.8 or 2.19Section 1.9) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that that: (i) the Borrower shall have received paid to the prior written consent of Agent the Administrative Agent, which consent shall not be unreasonably withheld, assignment fee (if any) specified in Section 9.2; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded LC Exposure, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, Documents (including any amounts under Section 1.3(d)) from the assignee (to the extent of such outstanding principal, participation 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 2.12 1.8 or payments required to be made pursuant to Section 2.191.9, such assignment will result in a reduction in such compensation or payments thereafter, ; (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. A ; and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall not be have agreed to consent to the applicable amendment, waiver or consent. (c) If any Lender requests compensation under Section 1.8, or if the Borrower is required to make pay any Taxes or additional amounts to any Lender or any governmental authority for the account of any Lender pursuant to Section 1.9, Borrower may, with Agent’s consent, prepay in full all outstanding Obligations owed to such assignment or delegation ifLender and terminate such Lender’s Pro Rata Share of the Revolving Loan Commitment and Pro Rata Share of the Term Commitment, prior theretoin which case the Revolving Loan Commitment and Term Loan Commitment will be reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Lender (including, in any case where such prepayment occurs as a the result of a waiver by demand for payment for increased costs, such Lender or otherwiseLender’s increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Lender’s obligations under the circumstances giving rise to such assignment Revolving Loan Commitment and delegation cease to applyTerm Loan Commitment.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.124.04, 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 2.194.01, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 4.04 or 2.19Section 4.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.124.04, or if (ii) the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and4.01, in each case(iii) any Lender becomes a Defaulting Lender or a Declining Lender, such (iv) any Lender has declined not approved a proposed waiver, consent or is unable amendment requested by the Borrower by the date specified by the Borrower (or gives the Borrower or the Administrative Agent written notice prior to designate a different lending office in accordance with Section 2.20(asuch specified date of its intention not to do so), which has been approved by the Required Lenders, but requires the approval of all Lenders, or (v) if any Lender delivers a notice to the Borrower or the Administrative Agent pursuant to Section 4.02, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXSection 11.03), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Credit Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) if such assignee is not already a Lender hereunder or an Affiliate of a Lender, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed, (iiy) 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 due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal, participation principal and accrued interest and fees) or the Borrower (in the case of all other amounts), including amounts due under Section 4.05) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.12 4.04 or payments required to be made pursuant to Section 2.194.01, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.14, 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 2.192.15(a) or (c), 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 Sections 2.12 Section 2.14 or 2.192.15(a) or (c), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The 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 2.122.14, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined 2.15(a) or is unable to designate a different lending office in accordance with Section 2.20(a(c), or if any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), 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, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXSection 10.6), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in drawings under Letters of Credit that have not been reimbursed pursuant to Section 3.5, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal, participation 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 2.12 2.14 or payments required to be made pursuant to Section 2.192.15(a) or (c), such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.124.8, or if the 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 2.19Sections 4.10 or 4.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to under Sections 2.12 4.8, 4.10 or 2.194.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.124.8, or if the (ii) any Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 andSections 4.10 or 4.11, in each case, such (iii) any Lender has declined or is unable to designate make Offshore Rate Loans for the reasons set forth in Section 2.18 or is unwilling to accept a different lending office proposed Designated Borrower because it is unwilling or unable to obtain additional licenses or franchises to enable it to make such requested Loan, (iv) any Lender defaults in accordance its obligation to fund Loans hereunder, or (v) any Lender does not consent to a proposed amendment, waiver, consent or release with Section 2.20(a), respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders then Borrower the Company may, at its sole expense (including as to any assignment fees payable in connection therewith) and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 13.9 all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents (other than any outstanding Competitive Bid Loans held by such Lender) to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) Borrower the Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheldwithheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal amount of its all Loans (other than any outstanding Competitive Bid Loans) owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Company (in the case of all other amounts), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.12 4.8 or payments required to be made pursuant to Section 2.19Sections 4.10 or 4.11, such assignment will result in a reduction in such compensation or payments thereafterpayments, (ivD) in the Borrower shall have paid case of an assignment and delegation pursuant to clause (v) above, the Administrative Agent applicable amendment, waiver, consent or release can be effected as a result of the assignment fee contemplated hereby (if any) specified in Article IX together with all other such assignments required by the Company to be made pursuant hereto), and (vE) such assignment does not conflict with applicable lawApplicable Laws. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Company to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.123.04, 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 2.193.01, then such Lender shall shall, upon the request of the Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its the Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 3.04 or 2.193.01, 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 Under any Lender requests compensation under Section 2.12, or if circumstances set forth herein providing that the Borrower is required shall have the right to pay an additional amount replace a Lender as a party to any Lender or any Governmental Authority for this Agreement, the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring causing such Lender to assign and delegate its Commitment (and with the assignment fee to be paid by the Borrower in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrower; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IX), replace all its interests, rights (other than its existing rights to payments Lenders that have made similar requests for compensation pursuant to Section 2.12 3.01 or 2.19) 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply3.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.20, or if the either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.192.22, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.20 or 2.19Section 2.22, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.122.20, or if the (ii) either Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.22, in each case, such (iii) any Lender has declined or is unable to designate make LIBO Rate Loans for the reasons set forth in Section 2.19, (iv) a different lending office Lender becomes a Defaulting Lender or, (v) as set forth in accordance with Section 2.20(a10.2(c), a Lender refuses to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement and/or the other Loan Documents which have been approved by the Required Lenders, then Borrower the Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 10.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Borrowers (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.20 or payments required to be made pursuant to Section 2.192.20, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation shall request a payment under Section 2.12, 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 2.192.13, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 or 2.19, as the case may be, Section 2.13 in the future 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 In the event that (i) any Lender requests compensation shall request a payment under Section 2.122.13 or Section 2.15, or if the Borrower is required to pay an additional amount to (ii) any Lender or any Governmental Authority for defaults in its obligation to fund Loans hereunder, the account of any Lender pursuant Company shall have the right to Section 2.19 and, in each case, replace such Lender has declined with one or is unable more assignees, each of which shall be reasonably acceptable to designate a different lending office in accordance with Section 2.20(a), then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace provided that at the time of such replacement such Lender by requiring and such assignee or assignees shall enter into one or more Assignment and Assumption Agreements pursuant to which such assignee or assignees shall acquire the Commitment and the outstanding Advances and participations in Reimbursement Obligations acquired under Section 2.02(f) of such Lender upon payment to assign and delegate (and such Lender shall be obligated to assign of the full outstanding principal amount of, and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IX)all accrued but unpaid interest on, all its interests, rights (such Advances and all accrued and unpaid fees and other than its existing rights amounts payable to payments pursuant to Section 2.12 or 2.19) 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) including without limitation any and all amounts payable to 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 due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv9.04(b) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such transaction. Upon the execution and delivery of such Assignment and Assumption Agreements and compliance with the related requirements of Section 9.06, such Lender or otherwise, the circumstances giving rise to such assignment and delegation shall cease to applybe a Lender and each such assignee shall become a Lender hereunder, except with respect to indemnification provisions that survive with respect to the departing Lender.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender or a Participant in such Lender's Loans requests compensation under Section 2.124.12, or if the Borrower Company is required to pay any additional amount to any Lender or a Participant in such Lender's Loans or any Governmental Authority for the account of any Lender or Participant pursuant to Section 2.194.13, then then, if requested by the Company, such Lender or Participant shall use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Eurodollar Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such LenderLender or Participant, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 4.12 or 2.194.13, as the case may be, in the future and (ii) would not subject such Lender or Participant to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or Participant. The Borrower hereby Company agrees to pay all reasonable costs and expenses incurred by any Lender or Participant in connection with any such designation or assignment. (b) If any Lender or a Participant in such Lender's Loans requests compensation under Section 2.124.12, or if the Borrower Company is required to pay an any additional amount to any Lender or a Participant in such Lender's Loans or any Governmental Authority for the account of any Lender or Participant pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a)4.13, then Borrower maythe Company shall have the right, at its sole expense and effortexpense, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring to require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXSection 11.6), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (i) Borrower the Company shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, the Issuing Bank and the Swing Line Lender) which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee Eligible Assignee (to the extent of such outstanding principal, participation principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Company to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.124.8, or if the 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 2.19Sections 4.10 or 4.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to under Sections 2.12 4.8, 4.10 or 2.194.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.124.8, or if the any Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 andSections 4.10 or 4.11, in each case, such or any Lender has declined or is unable to designate make Offshore Rate Loans for the reasons set forth in Section 4.8 or because it is unwilling to accept a different lending office proposed Designated Borrower because it is unwilling or unable to obtain additional licenses or franchises to enable it to make such requested Loan or if any Lender defaults in accordance with Section 2.20(a)its obligation to fund Loans hereunder, then Borrower the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 13.9 all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents (other than any outstanding Competitive Bid Loans held by such Lender) to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower the Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its all Loans (other than any outstanding Competitive Bid Loans) owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Company (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 4.8 or payments required to be made pursuant to Section 2.19Sections 4.10 or 4.11, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation ifif , prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Company to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.19, or if ------------ the Borrower or any Designated Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.192.21, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.19 or 2.19Section 2.21, as the case may be, in the future and (ii) would ------------ ------------ not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower and any Designated 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 2.122.19, or if ------------ the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.21, in each case, such or ------------ any Lender has declined or is unable to designate make Eurocurrency Loans for the reasons set forth in Section 2.18 or because it is unwilling to accept a different lending office proposed Designated Borrower ------------ because it is unwilling or unable to obtain additional licenses or franchises to enable it to make such requested Loan or if any Lender defaults in accordance with Section 2.20(a)its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 10.4(b) all its interests, --------------- rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents (other than any outstanding Competitive Bid Loans held by such Lender) to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the -------- Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its all Loans (other than any outstanding Competitive Bid Loans) owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.19 or payments required to ------------ be made pursuant to Section 2.192.21, such assignment will result in a reduction in ------------ such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation ifif , prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.11, 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 2.192.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans the Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.11 or 2.19Section 2.12, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower 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 2.122.11, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.12, or any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund its portion of the Loan hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IX), Section 9.4(b) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansthe Loan owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.11 or payments required to be made pursuant to Section 2.192.12, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation ifif , prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.14, 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 2.192.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable credit judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.14 or 2.19Section 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 (1) any Lender requests compensation under Section 2.122.14, or if (2) the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and2.16, in each caseor (3) any Lender suspends its obligations to make or maintain Eurodollar Loans pursuant to Section 2.13 (provided, such Lender has declined that this clause (3) shall not apply if the Required Lenders have suspended their respective obligations to make or is unable maintain Eurodollar Loans pursuant to designate a different lending office in accordance with Section 2.20(a2.13), or (4) any Lender that is not the Administrative Agent does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained and that requires the consent of all Lenders, then the Borrower may, at its sole expense cost and effortexpense, upon notice to any such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 8.4(b), ) all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.14 or payments required to be made pursuant to Section 2.192.16, such assignment will result in a reduction in or elimination of such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A a Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a an irrevocable waiver by such Lender or otherwiseLender, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease ceases to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.124.04, 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 2.194.01, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 4.04 or 2.19Section 4.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.124.04, or if (ii) the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and4.01, in each case(iii) any Lender becomes a Defaulting Lender, such (iv) any Lender has declined not approved a proposed waiver, consent or is unable amendment requested by the Borrower by the date specified by the Borrower (or gives the Borrower or the Administrative Agent written notice prior to designate a different lending office in accordance with Section 2.20(asuch specified date of its intention not to do so), which has been approved by the Required Lenders, but requires the approval of all Lenders, or (v) if any Lender delivers a notice to the Borrower or the Administrative Agent pursuant to Section 4.02, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXSection 11.03), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Credit Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) if such assignee is not already a Lender hereunder, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (iiy) 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 due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal, participation principal and accrued interest and fees) or the Borrower (in the case of all other amounts), including amounts due under Section 4.05) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply.under

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.15, 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 2.192.13, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 2.13 or 2.19Section 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.122.15, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and2.13, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXSection 10.4), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee 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 unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal, participation 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 2.12 2.15 or payments required to be made pursuant to Section 2.192.13, such assignment will result in a reduction in such compensation or payments thereafter, and (iv) the Borrower this Section 2.19(b) shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawno effect during any period when there are two or fewer Lenders. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.192.13, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.12 or 2.19Section 2.13, 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 compensation, or is entitled to payments, under Section 2.122.12 or Section 2.13 or is affected in the manner described in Section 2.17, or if the Borrower is required to pay an any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and2.13, in each case, such or if any Lender has declined is a Defaulting Lender or is unable to designate a different lending office in accordance with Section 2.20(a)Declining Lender, then the Borrower may, at its sole expense and efforteffort (in the case of a claim for compensation under, or payments pursuant to, Section 2.12 or Section 2.13, in the case of illegality under Section 2.17 or in the case of a Declining Lender under Section 2.18) or at the expense and effort of any such Defaulting Lender, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXSection 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section Sections 2.12 or 2.19Section 2.13) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee 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 unreasonably withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to the extent of such outstanding principal, participation 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 under, or payments pursuant to, Section 2.12 or payments required to be made pursuant to Section 2.192.13 or from illegality under Section 2.17, such assignment will result in a reduction in such compensation or payments thereafteror eliminate the illegality, (iv) as the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawcase may be. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system as to which the Administrative Agent and such parties are participants (“Approved Electronic Platforms”)), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.123.04, or if the 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 2.193.01, then such Lender shall shall, upon the request of such Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 3.04 or 2.193.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If Under any circumstances set forth herein providing that the Borrowers shall have the right to replace a Lender requests compensation under Section 2.12as a party to this Agreement, or if the Borrower is required to pay an additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring causing such Lender to assign and delegate its Commitment (and with the assignment fee to be paid by the Borrowers in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers; provided, however, that if the Borrowers elect to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IX), replace all its interests, rights (other than its existing rights to payments Lenders that have made similar requests for compensation pursuant to Section 2.12 3.01 or 2.19) 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply3.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.18, 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 2.192.20, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.18 or 2.19Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower 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 2.122.18, or if the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.19 and2.20, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 10.4(b), ) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 2.18 or payments required to be made pursuant to Section 2.192.20, such assignment will result in a reduction in future claims for such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.123.04, or if the 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 2.193.01, then such Lender shall shall, upon the request of such Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 Section 3.04 or 2.193.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If Under any circumstances set forth herein providing that the Borrowers shall have the right to replace a Lender requests compensation under Section 2.12as a party to this Agreement, or if the Borrower is required to pay an additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring causing such Lender to assign and delegate its Commitment (and with the assignment fee to be paid by the Borrowers in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers; provided, however, that if the Borrowers elect to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to assign replace all Lenders that have made requests for compensation on a similar basis and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IX), all its interests, rights (other than its existing rights to payments a similar amount pursuant to Section 2.12 3.01 or 2.19) and obligations under this Agreement and 3.04. Upon 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) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case making of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made assignment, the Borrowers shall (x) pay in full any amounts payable pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, 3.05 and (ivy) the Borrower shall have paid provide appropriate assurances and indemnities (which may include letters of credit) to the Administrative Agent the assignment fee (if any) specified L/C Issuer as it may reasonably require with respect to any continuing obligation to fund participation interests in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to applyL/C Obligations then outstanding.

Mitigation of Obligations Replacement of Lenders. (a) Determination of amounts payable under Sections 2.17, 2.18, 2.19 or 2.20 in connection with a LIBOR Borrowing shall be calculated as though each Lender funded its LIBOR Borrowing through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the LIBOR applicable to such LIBOR Borrowing, whether in fact that is the case or not. If any Lender requests compensation under Section 2.122.18, or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.192.20, then then, upon the Company’s written request to such Lender, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.18 or 2.19Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment requested by the Company. (b) If any Lender requests compensation under Section 2.122.18, or if the a Borrower is required to pay an any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.19 and2.20, or if any Lender defaults in each case, such Lender has declined or is unable its obligation to designate a different lending office in accordance with Section 2.20(a)fund Loans hereunder, then Borrower the Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 11.4(b), and the Borrowers shall be obligated to pay the recordation and processing fee referred to therein) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.192.20, such assignment will result in a reduction in such compensation or payments thereafterpayments, (iv) the Borrower Borrowers shall have paid be liable to such replaced Lender under Section 2.19 (as though Section 2.19 were applicable) if any LIBOR Loan owing to such replaced Lender shall be purchased other than on the Administrative Agent last day of the assignment fee (if any) specified in Article IX Interest Period relating thereto, and (v) such assignment does not conflict with applicable lawno Default or Event of Default shall have occurred and be continuing. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.11, or if requires the Borrower is required to pay any additional amount amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.192.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances 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 Sections 2.12 Section 2.11 or 2.192.14, as the case may be, in the future future, and (ii) would not subject such Lender to any material 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 2.122.11, or if the Borrower is required to pay an additional amount amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.19 and2.14, in each case, or if any Lender is a Defaulting Lender or following such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a)Lender’s Downgrade, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IXin, and consents required by, Section 9.07(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) 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 that: (i) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and (including any amounts under the other Loan Documents, Section 9.04(c)) from the assignee (to the extent of such outstanding principal, participation principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ii) on the date payment of all amounts referred to in Section 2.19(b)(i) has been made, such Lender shall be deemed to have executed and delivered an Assignment and Assumption, and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption on behalf of such Lender; (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.11 or payments required to be made pursuant to Section 2.192.14, such assignment will result in a reduction in such compensation or payments thereafter, ; and (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, 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 2.192.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans portion of the Term Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable credit judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections under Section 2.12 or 2.19Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If (1) any Lender requests compensation under Section 2.12, or if (2) the Borrower is required to pay an any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 and2.14, in each caseor (3) any Lender suspends its obligation to maintain Eurodollar Loans pursuant to Section 2.11 (provided, such Lender has declined or is unable that this clause (3) shall not apply if the Required Lenders have suspended their respective obligations to designate maintain a different lending office in accordance with Eurodollar Loan pursuant to Section 2.20(a2.11), or (4) a Lender Insolvency Event has occurred and is continuing with respect to such Lender, or (5) any Lender that is not the Administrative Agent does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained and that requires the consent of all Lenders, then the Borrower may, at its sole expense cost and effortexpense, upon notice to any such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 10.4(b), ) all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if Lender other than a Lender accepts such assignmentas to which a Lender Insolvency Event has occurred); provided provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansthe Term Loan owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from 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 2.12 or payments required to be made pursuant to Section 2.192.14, such assignment will result in a reduction in or elimination of such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable lawpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a an irrevocable waiver by such Lender or otherwiseLender, the circumstances giving rise entitling the Borrower to require such assignment and delegation cease ceases to apply.

Mitigation of Obligations Replacement of Lenders. (a) Determination of amounts payable under Sections 2.16, 2.17, 2.18 or 2.19 in connection with a LIBOR Borrowing shall be calculated as though each Lender funded its LIBOR Borrowing through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the LIBOR applicable to such LIBOR Borrowing, whether in fact that is the case or not. If any Lender is unable to make or maintain LIBOR Loans when other Lenders are able to make or maintain LIBOR Loans, requests compensation under Section 2.122.17, or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.19, then then, upon the Company’s written request to such Lender, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.12 under Section 2.17 or Section 2.19, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment requested by the Company. (b) If any Lender is unable to make or maintain LIBOR Loans when other Lenders are able to make or maintain LIBOR Loans, requests compensation under Section 2.122.17, or if the a Borrower is required to pay an any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.19 and2.19, or if any Lender defaults in each case, such its obligation under Section 2.19(e) or if any Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a)Defaulting Lender, then Borrower the Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Article IXSection 11.4(b), and the Borrowers shall be obligated to pay the recordation and processing fee referred to therein) all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) Borrower the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loansall Loans owed to it, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder and under the other Loan Documentshereunder, from the assignee (to in the extent case of such outstanding principal, participation principal and accrued interest interest) and fees) or from the Borrower Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.17 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafterpayments, (iv) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.18 (as though Section 2.18 were applicable) if any LIBOR Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, and (iv) no Event of Default shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX occurred and (v) such assignment does not conflict with applicable lawbe continuing. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances giving rise entitling the Borrowers to require such assignment and delegation cease to apply. (c) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to Sections 2.17, 2.18 or 2.19 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to Sections 2.17, 2.18 or 2.19 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Company of the Change in Law or other event giving rise to such tax, increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law or other event giving rise to such tax, increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Mitigation of Obligations Replacement of Lenders. (a) If any Lender requests compensation under Section 2.122.17, 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 2.19, 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 Sections 2.12 under Section 2.17 or Section 2.19, 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 2.12, (a "Subject Lender") makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 2.17(a) or (b) or Section 2.19 or gives notice pursuant to Section 2.15(ii) or 2.16 requiring a conversion of such Subject Lender's Eurodollar Borrowings to Base Rate Borrowings or suspending such Lender's obligation to make Loans as, or to convert or continue Loans into or as, Eurodollar Borrowings, the Borrower, may, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing the Borrower to be required to pay an additional amount such compensation), as the case may be, give notice (a "Replacement Notice") in writing to any the Administrative Agent and such Subject Lender or any Governmental Authority for of its intention to replace such Subject Lender with a financial institution (a "Replacement Lender") designated in such Replacement Notice. Unless the account Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Subject Lender in writing that the designated financial institution is unsatisfactory to the Administrative Agent (such denial not being available to the Administrative Agent where the Replacement Lender is already a Lender), then such Subject Lender shall, subject to the payment of any Lender amounts due pursuant to Section 2.17(a) and (b) and Section 2.19 andassign, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Article IX)10.4, all of its interestsCommitments, Loans, Notes and other rights (other than its existing rights to payments pursuant to Section 2.12 or 2.19) and obligations under this Agreement and the related all other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another the Replacement Lender; provided, if a Lender accepts such assignment); provided however, that (i) Borrower such assignment shall have received the prior written consent of the Administrative Agentbe without recourse, which consent shall not be unreasonably withheld, representation or warranty and (ii) the purchase price paid by such Lender designated financial institution shall have received payment be in at least the amount of an amount equal to the outstanding principal of its such Subject Lender's Loans, together with all accrued and unpaid interest thereonand fees in respect thereof, accrued fees and plus all other amounts due (including the amounts demanded and payable unreimbursed under Sections 2.17(a) and (b) and Section 2.19) owing to it hereunder such Subject Lender hereunder. Upon the effective date of an assignment described above, the Borrower shall issue a replacement Note or Notes, as the case may be, to such Replacement Lender, which shall become a "Lender" for all purposes under this Agreement and under the other Loan Documents, from the assignee (to the extent of such outstanding principal, participation 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 2.12 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Article IX and (v) such assignment does not conflict with applicable law. 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 giving rise to such assignment and delegation cease to apply.