Common use of Mitigation; Replacement of Lenders Clause in Contracts

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby 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 subsection 4.18, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers may, at their sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers Borrower hereby agree 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 subsection 4.18, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, or if any Lender becomes a Defaulting Lender, then the Borrowers Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, each Issuing Lender and the Swing Line Lender), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, participations in Letters of Credit funded under subsection 3.6(b) and participations in Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts), (iii) the Borrowers Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18‎Section 3.01, or if the Borrowers are required requires a Borrower to pay any additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20‎Section 3.04, then such Lender shall (at the request of such Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment assignment: (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 ‎Section 3.01 or subsection 4.20‎3.04, as applicablethe 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 Borrowers Each Borrower hereby agree 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 subsection 4.18, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20‎Section 3.01 or ‎3.04 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (a) above or any Lender is a Defaulting Lender, then the Borrowers such Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6in, and consents required by, ‎Section 12.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (A) that: (i) the Borrower Agent Borrowers shall have received the prior written consent of paid to the Administrative Agent, which consent shall not unreasonably be withheld or delayed, Agent a transaction/activity fee (as described in the Agent Fee Letter); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under ‎Section 3.03), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), ; (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim requirement for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20‎Section 3.01 or ‎3.04, such assignment will result in a material reduction in such compensation or payments and thereafter; and (Biv) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithApplicable Law. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender Affected Person requests compensation under subsection 4.18Section 4.01, or if the Borrowers are Borrower is required to pay any additional amount to any Lender Affected Person or any Governmental Authority for the account of any Lender Affected Person pursuant to subsection 4.20Section 4.03, then such Lender Affected Person and its related Group Agent shall use reasonable efforts to designate a different lending office office, branch or Affiliate for funding or booking its Term Loans Principal hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the reasonable judgment of such LenderAffected Person or such Group Agent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 4.01 or subsection 4.20, as applicableSection 4.03, in the future future, and (ii) would not subject such Lender Affected Person or its related Group Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderAffected Person or its related Group Agent. The Borrowers ADT hereby agree agrees to pay all reasonable costs and expenses incurred by any Lender such Affected Person and its related Group Agent in connection with any such designation or assignment. (b) If (i) any Lender (or Affiliate of such Lender) requests compensation under subsection 4.18Section 4.01, or (ii) if the Borrowers are Borrower is required to pay any additional amount to any Lender Affected Person or any Governmental Authority for the account of any Lender Affected Person pursuant to subsection 4.20Section 4.03, then (iii) any Lender has become an Exiting Lender or a Defaulting Lender, or (iv) any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to any matter that requires the Borrowers consent of all Lenders and all affected Lenders and with respect to which the Required Lenders shall have granted their consent, then, in each case, so long as no Event of Termination or Unmatured Event of Termination has occurred and remains continuing, the Borrower may, at their ADT’s sole expense (including payment of any applicable processing and effortrecordation fees), upon notice by to the Borrower Collateral Agent, the related Group Agent to such Lender and the Administrative Agent, require all Lenders in the Group relating to such Lender to assign and delegateassign, without recourse (and in accordance with and subject to the restrictions contained in subsection 11.6this Agreement; provided, that if the Lender being removed has failed to comply with all applicable requirements and restrictions on its part within one Business Day of the Borrower’s request, such compliance shall not be required), all its of their respective interests, rights (other than their existing rights to payments pursuant to Section 4.01, Section 4.02 or Section 4.03), and obligations under this Agreement and the other Transaction Documents to an a willing assignee that shall assume is an Eligible Assignee and that assumes such obligations (which assignee may be another Lenderinterests, if a Lender accepts such assignment)rights, provided and obligations; provided, that (A) (i) the Borrower Agent shall have received the prior written consent each member of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender assigning Group shall have received payment of an amount equal to the all outstanding principal of its Term Loans, accrued interest thereonPrincipal and Interest in respect thereof, accrued fees and all other amounts payable to it hereunder hereunder, either from the assignee or the Borrower, (B) any such assigning Lender shall remain a beneficiary of any of this Agreement’s terms that expressly survive termination of this Agreement, with respect to the extent of such outstanding principal period during which it was a Lender, and accrued interest and fees(C) or if the Borrowers (in Person then serving as the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to Collateral Agent and/or the Administrative Agent is a member of the processing Group being removed pursuant to this Section, such Person shall cease to be the Administrative Agent and/or Collateral Agent, as applicable, upon the foregoing assignment and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute effective until a successor Collateral Agent and/or Administrative Agent, as the Assignment case may be, has been appointed by the Required Xxxxxxx and Assumption has accepted such appointment and assumed all of the obligations of such Person. Each applicable Lender and each of the Agents shall reasonably cooperate with the Borrower in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver with effectuating the assignments contemplated by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) abovethis Section 4.04(b), the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 5.1, or if requires the Borrowers are required Borrower to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to subsection 4.20Section 4.3, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder the Obligations 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 subsection 4.18 Section 4.3 or subsection 4.20Section 5.1, as applicablethe 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 materially disadvantageous to such Lender. The Borrowers Borrower hereby agree agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such reasonable costs and expenses cannot exceed the amounts requested as compensation under Section 5.1 or that the Borrower is or will be required to pay on account of Indemnified Taxes or additional amounts pursuant to Section 4.3. (b) If At any Lender requests compensation under subsection 4.18time there is more than one Lender, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers mayBorrower shall be permitted, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another replace any Lender, if a Lender accepts such assignment), provided that (A) except (i) the Borrower Administrative Agent shall have received or (ii) any Lender which is administered by the prior written consent Administrative Agent or an Affiliate of the Administrative Agent, which that (a) requests reimbursement, payment or compensation for any amounts owing pursuant to Section 4.3 or Section 5.1 or (b) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts pursuant to Section 4.3 or Section 5.1, unless such Lender designates a different lending office before such change in law becomes effective pursuant to Section 17.15(a) and such alternate lending office obviates the need for the Borrower to make payments of any additional amounts pursuant to Section 4.3 or Section 5.1 or (c) has not consented to any proposed amendment, supplement, modification, consent or waiver, each pursuant to Section 17.2 or (d) defaults in its obligation to make Advances hereunder or (e) is a Dissenting Lender on five occasions in any 12-month period; provided, that (i) nothing herein shall not unreasonably be withheld relieve a Lender from any liability it might have to the Borrower or delayedto the other Lenders for its failure to make any Advance, (ii) the replacement financial institution shall purchase, at par, all Advances and other amounts owing to such replaced Lender shall have received payment of an amount equal on or prior to the outstanding principal date of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts)replacement, (iii) during the Borrowers or such assignee Revolving Period, the replacement financial institution, if not already a Lender, shall have paid be reasonably satisfactory to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and Agent, (iv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.5, (v) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) for Increased Costs or Taxes, as the case may be, (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender, and (vii) if such assignment resulting from replacement is being effected as a claim for result of a Lender requesting compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 4.3 or Section 5.1, such assignment replacement, if effected, will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of payment thereafter. Notwithstanding anything contained to the requirements contrary in this Agreement, no Lender removed or replaced under the provisions hereof shall have any right to receive any amounts set forth in clause (ASection 2.5(c) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithwith such removal or replacement. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If Section 4.2 applies, any Lender requests compensation under subsection 4.18Sections 4.2, 4.3 or 4.4, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 4.5, then such Lender shall promptly, and in any event if so requested by the Administrative Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Term Loans hereunder or hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates or to take such other actions as such Lender or the Administrative Agent determines, if, in the reasonable judgment of such Lender, such designation designation, assignment or assignment other action (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, such Sections in the future and (ii) would not subject the Administrative Agent or such Lender to any unreimbursed cost or expense and the Administrative Agent or such Lender would not otherwise be disadvantageous suffer any economic, legal or regulatory disadvantage. Nothing in this Section 4.9 shall affect or postpone any of the obligations of the Borrowers or the rights of the Administrative Agent or such Lender pursuant to such Lenderthis Section 4.9. The Borrowers hereby agree to pay on demand all reasonable costs and expenses incurred by the Administrative Agent or any Lender in connection with any such designation or assignment. (b) If Section 4.2 applies, any Lender requests compensation under subsection 4.18Sections 4.2, 4.3 or 4.4, or if becomes a Defaulting Lender, or the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 4.5, then within one hundred twenty (120) days thereafter, the Borrowers Administrative Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 14.11), all of its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), obligations; provided that (A) (i) the Administrative Borrower Agent shall have has received the prior written consent of the Administrative AgentAgent and the Issuing Lender, which consent shall not unreasonably be withheld or delayedin accordance with, and subject to, the provisions of Section 14.11, (ii) the Administrative Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 14.11, (iii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term LoansLoans and participations in Letter of Credit Obligations and Swingline Loans that it has funded, if any, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (other than, in the case of a Defaulting Lender, Bank Product Obligations owed thereto), from the assignee (to the extent of such outstanding principal principal) and accrued interest and fees) or the Borrowers Administrative Borrower (in the case of all accrued interest, fees and other amounts, including amounts under Section 4.6), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and payments, and (Bv) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithapplicable laws or regulations. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Administrative Borrower to require such assignment and delegation cease to apply. Nothing in this Section 4.9 shall impair any rights that any Borrower or the Administrative Agent may have against any Lender that is a Defaulting Lender.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 3.7, or if the requires Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to subsection 4.20Section 3.10, then such Lender shall (at the request of any Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 3.7 or subsection 4.203.10, as applicablethe 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 Borrowers hereby 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 subsection 4.18, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers may, at their sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another “Affected Lender, if a Lender accepts such assignment), provided that (A”) (i) the Borrower Agent shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld makes demand upon Borrowers for (or delayed, (iiif Borrowers are otherwise required to pay) such Lender shall have received payment of an amount equal amounts pursuant to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) Section 3.7 or the Borrowers (in the case of all other amounts)3.9 hereof, (iii) the Borrowers is unable to make or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified maintain LIBOR Rate Loans as a result of a condition described in subsection 11.6(dSection 2.2(h) and hereof, (iii) is a Defaulting Lender, or (iv) in denies any consent requested by the case Borrowing Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of any receipt of such assignment resulting from a claim for compensation under subsection 4.18 demand, notice (or payments the occurrence of such other event causing Borrowers to be required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in pay such compensation or payments causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Borrowing Agent pursuant to Section 16.2(b) hereof, as the case may be, by notice in writing to the Agent and such Affected Lender (Bx) substantially concurrently request the Affected Lender to cooperate with satisfaction Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the “Replacement Lender”); (y) request the non-Affected Lenders to acquire and assume all of the requirements set forth Affected Lender’s Advances and its Revolving Commitment Percentage, as provided herein, but none of such Lenders shall be under any obligation to do so; or (z) propose a Replacement Lender subject to approval by Agent in clause (A) of this proviso, such its good faith business judgment. If any satisfactory Replacement Lender shall be deemed obtained, and/or if any one or more of the non-Affected Lenders shall agree to have assigned acquire and delegated assume all of the Affected Lender’s Advances and its interestsRevolving Commitment Percentage, then such Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment Percentage and other rights and obligations under this Agreement and the Other Documents to such Replacement Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior theretoor non-Affected Lenders, as a result the case may be, in exchange for payment of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the circumstances entitling the Borrowers to require such assignment and delegation cease to applyAffected Lender.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 3.01, or if the Borrowers are required requires a Borrower to pay any additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 3.04, then such Lender shall (at the request of such Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment assignment: (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 3.01 or subsection 4.203.04, as applicablethe 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 Borrowers Each Borrower hereby agree 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 subsection 4.18, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 3.01 or 3.04 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (a) above or any Lender is a Defaulting Lender, then the Borrowers such Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6in, and consents required by, Section 12.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (A) that: (i) the Borrower Agent Borrowers shall have received the prior written consent of paid to the Administrative Agent, which consent shall not unreasonably be withheld or delayed, Agent a transaction/activity fee (as described in the Agent Fee Letter); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.03), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), ; (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim requirement for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 3.01 or 3.04, such assignment will result in a material reduction in such compensation or payments and thereafter; and (Biv) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithApplicable Law. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If Section 4.2 applies, any Lender requests compensation under subsection 4.18Sections 4.2, 4.3 or 4.4, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 4.5, then such Lender shall promptly, and in any event if so requested by the Administrative Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Term Loans hereunder or hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates or to take such other actions as such Lender or the Administrative Agent determines, if, in the reasonable judgment of such Lender, such designation designation, assignment or assignment other action (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, such Sections in the future and (ii) would not subject the Administrative Agent or such Lender to any unreimbursed cost or expense and the Administrative Agent or such Lender would not otherwise be disadvantageous suffer any economic, legal or regulatory disadvantage. Nothing in this Section 4.9 shall affect or postpone any of the obligations of the Borrowers or the rights of the Administrative Agent or such Lender pursuant to such Lenderthis Section 4.9. The Borrowers hereby agree to pay on demand all reasonable costs and expenses incurred by the Administrative Agent or any Lender in connection with any such designation or assignment. (b) If Section 4.2 applies, any Lender requests compensation under subsection 4.18Section 4.2, 4.3 or 4.4, any Lender becomes a Defaulting Lender, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 4.5, then within one hundred twenty (120) days thereafter, the Borrowers Administrative Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 14.11), all of its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), obligations; provided that (A) (i) the Administrative Borrower Agent shall have has received the prior written consent of the Administrative AgentAgent and the Issuing Lender, which consent shall not unreasonably be withheld or delayedin accordance with, and subject to, the provisions of Section 14.11, (ii) the Administrative Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 14.11, (iii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term LoansLoans and participations in Letter of Credit Obligations and Swingline Loans that it has funded, if any, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (other than, in the case of a Defaulting Lender, Bank Product Obligations owed thereto), from the assignee (to the extent of such outstanding principal principal) and accrued interest and fees) or the Borrowers Administrative Borrower (in the case of all accrued interest, fees and other amounts, including amounts under Section 4.6), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and payments, and (Bv) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithapplicable laws or regulations. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Administrative Borrower to require such assignment and delegation cease to apply. Nothing in this Section 4.9 shall impair any rights that any Borrower or the Administrative Agent may have against any Lender that is a Defaulting Lender.

Mitigation; Replacement of Lenders. (a) If Section 3.4 applies, any Lender requests compensation under subsection 4.18Sections 3.4, 3.5 or 3.6, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 6.5, then such Lender shall shall, if requested by the Administrative Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Term Loans hereunder or hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates or to take such other actions as such Lender or Agent determines, if, in the reasonable judgment of such Lender, such designation designation, assignment or assignment other action (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, such Sections in the future and (ii) would not subject Agent or such Lender to any unreimbursed cost or expense and Agent or such Lender would not otherwise be disadvantageous suffer any economic, legal or regulatory disadvantage. Nothing in this Section 3.9 shall affect or postpone any of the obligations of Borrowers or the rights of Agent or such Lender pursuant to such Lenderthis Section 3.9. The Borrowers hereby agree to pay on demand all reasonable costs and expenses incurred by Agent or any Lender in connection with any such designation or assignment. (b) If Section 3.4 applies, any Lender requests compensation under subsection 4.18Sections 3.4, 3.5 or 3.6, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 6.5, then within sixty (60) days thereafter, the Borrowers Administrative Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 16.7), all of its interests, rights and obligations under this Agreement to an assignee Eligible Transferee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), obligations; provided that (A) (i) the Administrative Borrower Agent shall have has received the prior written consent of Agent and the Administrative Agent, which consent shall not unreasonably be withheld or delayedIssuing Bank, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term LoansLoans and participations in Letter of Credit Obligations and Swingline Loans that it has funded, if any, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal principal) and accrued interest and fees) or the Borrowers Administrative Borrower (in the case of all accrued interest, fees and other amounts, including amounts under Section 3.10), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and payments, and (Biv) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithapplicable laws or regulations. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Administrative Borrower to require such assignment and delegation cease to apply. Nothing in this Section 3.9 shall impair any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 2.10, or if the Borrowers are 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 subsection 4.20Section 2.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 2.10 or subsection 4.202.12, as applicablethe 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 Borrowers Borrower hereby agree 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 subsection 4.18Section 2.10, or if the Borrowers are 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 subsection 4.20Section 2.12, or if any Lender becomes a Defaulting Lender, then the Borrowers Borrower may, so long as no Default has occurred and is continuing and at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 8.07), all its interests, rights (other than its existing rights to payments pursuant to Section 2.10 or 2.12) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Credit Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term LoansAdvances and participations in L/C Disbursements and Swing Line Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iviii) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 Section 2.10 or payments required to be made pursuant to subsection 4.20Section 2.12, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithpayments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 3.7, or if requires the Borrowers are required Borrower to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to subsection 4.20Section 3.10, then then, unless Borrower has elected to exercise its rights under Section 3.11(b) below, such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans Advances or Commitments 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 subsection 4.18 Section 3.7 or subsection 4.203.10, as applicablethe 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 Borrowers Borrower hereby agree 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 subsection 4.18, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers may, at their sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another “Affected Lender, if a Lender accepts such assignment), provided that (A”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) amounts pursuant to Section 3.7, 3.9 or 3.10 hereof and the Borrower Agent shall have received Affected Lender has not taken the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayedactions described in Section 3.11(a) above, (ii) such Lender shall have received payment is unable to make or maintain Eurodollar Rate Loans as a result of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and feesa condition described in Section 2.2(g) or the Borrowers (in the case of all other amounts)hereof, (iii) the Borrowers is a Defaulting Lender, or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in denies any consent requested by the case Agent pursuant to Section 15.2(b) hereof, Borrower may, within ninety (90) days of any receipt of such assignment resulting from a claim for compensation under subsection 4.18 demand, notice (or payments the occurrence of such other event causing Borrower to be required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in pay such compensation or payments causing Section 2.2(g) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to Section 15.2(b) hereof, as the case may be, by notice in writing to the Agent and such Affected Lender (A) request the Affected Lender to cooperate with Borrower in obtaining a replacement Lender satisfactory to Agent and Borrower (the “Replacement Lender”); (B) substantially concurrently with satisfaction request the non-Affected Lenders to acquire and assume all of the requirements set forth Affected Lender’s Loans, as provided herein, but none of such Lenders shall be under any obligation to do so; or (C) propose a Replacement Lender subject to approval by Agent in clause (A) of this proviso, such its good faith business judgment. If any satisfactory Replacement Lender shall be deemed obtained, and/or if any one or more of the non-Affected Lenders shall agree to have assigned acquire and delegated assume all of the Affected Lender’s Loans, then such Affected Lender shall assign, in accordance with Section 15.3 hereof, all of its interests, Loans and other rights and obligations under this Agreement and the Other Documents to such Replacement Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior theretoor non-Affected Lenders, as a result the case may be, in exchange for payment of a waiver by such Lender or the principal amount so assigned and all interest and fees (except as otherwise (including as a result of any action taken by such Lender under paragraph (aprovided in Section 2.23) above)accrued on the amount so assigned, plus all other Obligations then due and payable to the circumstances entitling the Borrowers to require such assignment and delegation cease to applyAffected Lender.

Mitigation; Replacement of Lenders. (a) If any Lender Affected Person requests compensation under subsection 4.18Section 4.01, or if the Borrowers are Borrower is required to pay any additional amount to any Lender Affected Person or any Governmental Authority for the account of any Lender Affected Person pursuant to subsection 4.20Section 4.03, then such Lender Affected Person and its related Group Agent shall use reasonable efforts to designate a different lending office office, branch or Affiliate for funding or booking its Term Loans Principal hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the reasonable judgment of such LenderAffected Person or such Group Agent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 4.01 or subsection 4.20, as applicableSection 4.03, in the future future, and (ii) would not subject such Lender Affected Person or its related Group Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderAffected Person or its related Group Agent. The Borrowers ADT hereby agree agrees to pay all reasonable costs and expenses incurred by any Lender such Affected Person and its related Group Agent in connection with any such designation or assignment. (b) If (i) any Lender (or Affiliate of such Lender) requests compensation under subsection 4.18Section 4.01, or (ii) if the Borrowers are Borrower is required to pay any additional amount to any Lender Affected Person or any Governmental Authority for the account of any Lender Affected Person pursuant to subsection 4.20Section 4.03, then (iii) any Lender has become an Exiting Lender or a Defaulting Lender, or (iv) any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to any matter that requires the Borrowers consent of all Lenders and all affected Lenders and with respect to which the Required Lenders shall have granted their consent, then, in each case, so long as no Event of Termination or Unmatured Event of Termination has occurred and remains continuing, the Borrower may, at their ADT’s sole expense (including payment of any applicable processing and effortrecordation fees), upon notice by to the Borrower Collateral Agent, the related Group Agent to such Lender and the Administrative Agent, require all Lenders in the Group relating to such Lender to assign and delegateassign, without recourse (and in accordance with and subject to the restrictions contained in subsection 11.6this Agreement; provided, that if the Lender being removed has failed to comply with all applicable requirements and restrictions on its part within one Business Day of the Borrower’s request, such compliance shall not be required), all its of their respective interests, rights (other than their existing rights to payments pursuant to Section 4.01, Section 4.02 or Section 4.03), and obligations under this Agreement and the other Transaction Documents to an a willing assignee that shall assume is an Eligible Assignee and that assumes such obligations (which assignee may be another Lenderinterests, if a Lender accepts such assignment)rights, provided and obligations; provided, that (A) (i) the Borrower Agent shall have received the prior written consent each member of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender assigning Group shall have received payment of an amount equal to the all outstanding principal of its Term Loans, accrued interest thereonPrincipal and Interest in respect thereof, accrued fees and all other amounts payable to it hereunder hereunder, either from the assignee or the Borrower, (B) any such assigning Lender shall remain a beneficiary of any of this Agreement’s terms that expressly survive termination of this Agreement, with respect to the extent of such outstanding principal period during which it was a Lender, and accrued interest and fees(C) or if the Borrowers (in Person then serving as the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to Collateral Agent and/or the Administrative Agent is a member of the processing Group being removed pursuant to this Section, such Person shall cease to be the Administrative Agent and/or Collateral Agent, as applicable, upon the foregoing assignment and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute effective until a successor Collateral Agent and/or Administrative Agent, as the Assignment case may be, has been appointed by the Required Lenders and Assumption has accepted such appointment and assumed all of the obligations of such Person. Each applicable Lender and each of the Agents shall reasonably cooperate with the Borrower in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver with effectuating the assignments contemplated by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) abovethis Section 4.04(b), the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. Exhibit 10.1 (a) If any Lender requests compensation under subsection 4.18Section 5.1, or if requires the Borrowers are required Borrower to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to subsection 4.20Section 4.3, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder the Obligations 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 subsection 4.18 Section 4.3 or subsection 4.20Section 5.1, as applicablethe 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 materially disadvantageous to such Lender. The Borrowers Borrower hereby agree agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such reasonable costs and expenses cannot exceed the amounts requested as compensation under Section 5.1 or that the Borrower is or will be required to pay on account of Indemnified Taxes or additional amounts pursuant to Section 4.3. (b) If At any Lender requests compensation under subsection 4.18time there is more than one Lender, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers mayBorrower shall be permitted, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another replace any Lender, if a Lender accepts such assignment), provided that (A) except (i) the Borrower Administrative Agent shall have received or (ii) any Lender which is administered by the prior written consent Administrative Agent or an Affiliate of the Administrative Agent, which that (a) requests reimbursement, payment or compensation for any amounts owing pursuant to Section 4.3 or Section 5.1 or (b) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts pursuant to Section 4.3 or Section 5.1, unless such Lender designates a different lending office before such change in law becomes effective pursuant to Section 17.15(a) and such alternate lending office obviates the need for the Borrower to make payments of any additional amounts pursuant to Section 4.3 or Section 5.1 or (c) has not consented to any proposed amendment, supplement, modification, consent or waiver, each pursuant to Section 17.2 or (d) defaults in its obligation to make Advances hereunder or (e) is a Dissenting Lender on five occasions in any 12-month period; provided, that (i) nothing herein shall not unreasonably be withheld relieve a Lender from any liability it might have to the Borrower or delayedto the other Lenders for its failure to make any Advance, (ii) the replacement financial institution shall purchase, at par, all Advances and other amounts owing to such replaced Lender on or prior to the date of replacement,(iii) during the Revolving Period, the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (iv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.5, (v) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) for Increased Costs or Taxes, as the case may be,(vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have received payment of an amount equal to against the outstanding principal of its Term Loansreplaced Lender, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (ivvii) in the case if such replacement is being effected as a result of any such assignment resulting from a claim for Lender requesting compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 4.3 or Section 5.1, such assignment replacement, if effected, will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of payment thereafter.Notwithstanding anything contained to the requirements contrary in this Agreement, no Lender removed or replaced under the provisions hereof shall have any right to receive any amounts set forth in clause (ASection 2.5(c) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithwith such removal or replacement. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Sections 3.4, 3.5 or Section 3.6, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 6.8, then such Lender shall shall, if requested by Administrative Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Term Revolving Loans hereunder or hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates or to take such other actions as such Lender or Agent determines, if, in the reasonable judgment of such Lender, such designation designation, assignment or assignment other action (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, such Sections in the future and (ii) would not subject Agent or such Lender to any unreimbursed cost or expense and Agent or such Lender would not otherwise be disadvantageous suffer any economic, legal or regulatory disadvantage. Nothing in this Section 3.9 shall affect or postpone any of the obligations of Borrowers or the rights of Agent or such Lender pursuant to such Lenderthis Section 3.9. The Borrowers hereby agree to pay on demand all reasonable costs and expenses incurred by Agent or any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under subsection 4.18Sections 3.4, 3.5 or Section 3.6 hereof, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 6.8, then the Borrowers within sixty (60) days thereafter, Administrative Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 15.7), all of its interests, rights and obligations under this Agreement to an assignee Eligible Transferee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment)that, provided that (A) (i) the Administrative Borrower Agent shall have has received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayedAgent and each Issuing Bank, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term LoansRevolving Loans and participations in Letter of Credit Obligations that it has funded, if any, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal principal) and accrued interest and fees) or the Borrowers Administrative Borrower (in the case of all accrued interest, fees and other amounts, including amounts under Section 3.10), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and payments, and (Biv) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithapplicable laws or regulations. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Administrative Borrower to require such assignment and delegation cease to apply. Nothing in this Section 3.9 shall impair any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 5.1, or if requires the Borrowers are required Borrower to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to subsection 4.20Section 4.3, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder the Obligations 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 subsection 4.18 Section 4.3 or subsection 4.20Section 5.1, as applicablethe 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 materially disadvantageous to such Lender. The Borrowers Borrower hereby agree agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such reasonable costs and expenses cannot exceed the amounts requested as compensation under Section 5.1 or that the Borrower is or will be required to pay on account of Indemnified Taxes or additional amounts pursuant to Section 4.3. (b) If At any Lender requests compensation under subsection 4.18time there is more than one Lender, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers mayBorrower shall be permitted, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another replace any Lender, if a Lender accepts such assignment), provided that (A) except (i) the Borrower Facility Agent shall have received or (ii) any Lender which is administered by the prior written consent Facility Agent or an Affiliate of the Administrative Facility Agent, which that (a) requests reimbursement, payment or compensation for any amounts owing pursuant to Section 4.3 or Section 5.1 or (b) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts pursuant to Section 4.3 or Section 5.1, unless such Lender designates a different lending office before such change in law becomes effective pursuant to Section 17.15(a) and such alternate lending office obviates the need for the Borrower to make payments of any additional amounts pursuant to Section 4.3 or Section 5.1 or (c) has not consented to any proposed amendment, supplement, modification, consent or waiver, each pursuant to Section 17.2 or (d) is a Defaulting Lender; provided, that (i) nothing herein shall not unreasonably be withheld relieve a Lender from any liability it might have to the Borrower or delayedto the other Lenders for its failure to make any Advance, (ii) the replacement financial institution shall purchase, at par, all Advances and other amounts owing to such replaced Lender shall have received payment of an amount equal on or prior to the outstanding principal date of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts)replacement, (iii) during the Borrowers or such assignee Revolving Period, the replacement financial institution, if not already a Lender, shall have paid be reasonably satisfactory to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and Facility Agent, (iv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.5, (v) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) for Increased Costs or Taxes, as the case may be, (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Facility Agent or any other Lender shall have against the replaced Lender, and (vii) if such assignment resulting from replacement is being effected as a claim for result of a Lender requesting compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 4.3 or Section 5.1, such assignment replacement, if effected, will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of payment thereafter. Notwithstanding anything contained to the requirements contrary in this Agreement, no Lender removed or replaced under the provisions hereof shall have any right to receive any amounts set forth in clause (ASection 2.5(b) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithwith such removal or replacement. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 4.1 or Section 4.2, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 4.4, or if any Lender gives a notice pursuant to Section 4.1(b), then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 4.1, Section 4.2 or subsection 4.20Section 4.4, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 4.1(b), as applicable, in the future and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers Borrower hereby agree 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 subsection 4.18Section 4.1 or Section 4.2, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 4.4, or if any Lender is a Defaulting Lender, then the Borrowers Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6in, and consents required by, Section 11.3(b)), all of its interests, rights and obligations under this Credit Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (A) that: (i) the Borrower Agent shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts), ; (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (ivii) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 Section 4.1 or payments required to be made pursuant to subsection 4.204.2, such assignment will result in a material reduction in such compensation or payments and thereafter; and (Biii) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this provisoapplicable laws, such Lender shall be deemed to have assigned and delegated its interestsrules, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithregulations or guidelines. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If Any Lender claiming any Lender requests compensation under subsection 4.18, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender amounts pursuant to subsection 4.20Section 3.04, then such Lender 3.05 or 4.01(f) shall use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office for funding avoid any costs, reductions, Taxes or booking its Term Loans hereunder Other Taxes in respect of which such amounts are claimed, including the filing of any certificate or to assign its rights and obligations hereunder to another document reasonably requested by the Borrower or the changing of the jurisdiction of its offices, branches Eurodollar Lending Office if such efforts would avoid the need for or affiliates, ifreduce the amount of any such amounts which would thereafter accrue and would not, in the reasonable judgment sole determination of such Lender, such designation result in any additional unreimbursed costs, expenses or assignment (i) would eliminate or reduce amounts payable pursuant risks to subsection 4.18 or subsection 4.20, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be otherwise be materially disadvantageous to such Lender. The Borrowers hereby 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 subsection 4.18, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers Borrower may, at their any time and so long as no Event of Default has then occurred and is continuing, and at its sole expense and effort(including with respect to the processing fee referred to in Section 13.01(b)), upon notice by replace any Lender (i) that has requested compensation from the Borrower Agent under Section 3.04, Section 3.05 or Section 4.01(f), (ii) the obligation of which to make or maintain Eurodollar Rate Loans has been suspended under Section 4.02(e) or (iii) defaults in the making of any Revolving Loan required to be made by it hereunder, in any case under clauses (i), (ii) or (iii) above by written notice to such Lender and the Administrative Agent, require Agent identifying one or more Replacement Lenders to replace such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another “Replaced Lender, if a Lender accepts such assignment”), provided that (A) (i) the notice from the Borrower Agent shall have received to the prior written consent of Replaced Lender and the Administrative AgentAgent provided for hereinabove shall specify an effective date for such replacement (the “Replacement Effective Date”), which consent shall not unreasonably be withheld or delayedat least five (5) Business Days after such notice is given, (ii) such as of the relevant Replacement Effective Date, each Replacement Lender shall have received payment enter into an Assignment and Acceptance with the Replaced Lender pursuant to Section 13.01(b), pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with the Borrower and the Administrative Agent (which agreement shall not be unreasonably withheld), all (but not less than all) of the Term Loan Commitment or Revolving Loan Commitment, as applicable, and outstanding Term Loans or Revolving Loans, as applicable, of the Replaced Lender, and, in connection therewith, shall pay (x) to the Replaced Lender, as the purchase price in respect thereof, an amount equal to the outstanding sum as of the Replacement Effective Date (without duplication) of (1) the unpaid principal of its Term Loansamount of, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from accrued but unpaid interest on, all outstanding Revolving Loans and Term Loans of the assignee Replaced Lender and (2) the Replaced Lender’s ratable share of all accrued but unpaid fees owing to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts)Replaced Lender hereunder, (iiiy) to the Borrowers or such assignee shall have paid Administrative Agent, for its own account, any amounts owing to the Administrative Agent by the processing and recordation fee specified in subsection 11.6(d) Replaced Lender under Section 2.02(c)(ii), and (ivz) in to the case Administrative Agent, for the account of the Swing Loan Lender, any such assignment resulting from a claim for compensation amounts owing to the Swing Loan Lender under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 2.03, such assignment will result in a material reduction in such compensation or payments and (Biii) substantially concurrently with satisfaction all other obligations of the requirements set forth Borrower owing to the Replaced Lender (other than those specifically described in clause (Aii) above in respect of this provisowhich the assignment purchase price has been, or is concurrently being, paid), including, without limitation, amounts payable under Sections 3.04, 3.05 and 4.01(f) that give rise to the replacement of such Replaced Lender shall be deemed to have assigned and delegated its interests, rights and obligations amounts payable under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior thereto, Section 4.02(f) as a result of a waiver the actions required to be taken under this Section 3.06, shall be paid in full by such the Borrower to the Replaced Lender on or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), prior to the circumstances entitling the Borrowers to require such assignment and delegation cease to applyReplacement Effective Date.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 5.1, or if requires the Borrowers are required Borrower to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to subsection 4.20Section 4.3, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder the Obligations 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 subsection 4.18 Section 4.3 or subsection 4.20Section 5.1, as applicablethe 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 materially disadvantageous to such Lender. The Borrowers Borrower hereby agree agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such reasonable costs and expenses cannot exceed the amounts requested as compensation under Section 5.1 or that the Borrower is or will be required to pay on account of Indemnified Taxes or additional amounts pursuant to Section 4.3. (b) If At any Lender requests compensation under subsection 4.18time there is more than one Lender, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers mayBorrower shall be permitted, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another replace any Lender, if a Lender accepts such assignment), provided that (A) except (i) the Borrower Administrative Agent shall have received or (ii) any Lender which is administered by the prior written consent Administrative Agent or an Affiliate of the Administrative Agent, which that (a) requests reimbursement, payment or compensation for any amounts owing pursuant to Section 4.3 or Section 5.1 or (b) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts pursuant to Section 4.3 or Section 5.1, unless such Lender designates a different lending office before such change in law becomes effective pursuant to Section 17.15(a) and such alternate lending office obviates the need for the Borrower to make payments of any additional amounts pursuant to Section 4.3 or Section 5.1 or (c) has not consented to any proposed amendment, supplement, modification, consent or waiver, each pursuant to Section 17.2 or (d) defaults in its obligation to make Advances hereunder; provided, that (i) nothing herein shall not unreasonably be withheld relieve a Lender from any liability it might have to the Borrower or delayedto the other Lenders for its failure to make any Advance, (ii) the replacement financial institution shall purchase, at par, all Advances and other amounts owing to such replaced Lender shall have received payment of an amount equal on or prior to the outstanding principal date of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts)replacement, (iii) during the Borrowers or such assignee Revolving Period, the replacement financial institution, if not already a Lender, shall have paid be reasonably satisfactory to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and Agent, (iv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.5, (v) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) for Increased Costs or Taxes, as the case may be, (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender, and (vii) if such assignment resulting from replacement is being effected as a claim for result of a Lender requesting compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 4.3 or Section 5.1, such assignment replacement, if effected, will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of payment thereafter. Notwithstanding anything contained to the requirements contrary in this Agreement, no Lender removed or replaced under the provisions hereof shall have any right to receive any amounts set forth in clause (ASection 2.5(c) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithwith such removal or replacement. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 5.1, or if requires the Borrowers are required Borrower to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to subsection 4.20Section 4.3, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder the Obligations 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 subsection 4.18 Section 4.3 or subsection 4.20Section 5.1, as applicablethe 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 materially disadvantageous to such Lender. The Borrowers Borrower hereby agree agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such reasonable costs and expenses cannot exceed the amounts requested as compensation under Section 5.1 or that the Borrower is or will be required to pay on account of Indemnified Taxes or additional amounts pursuant to Section 4.3. (b) If At any Lender requests compensation under subsection 4.18time there is more than one Lender, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers mayBorrower shall be permitted, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another replace any Lender, if a Lender accepts such assignment), provided that (A) except (i) the Borrower Administrative Agent shall have received or (ii) any Lender which is administered by the prior written consent Administrative Agent or an Affiliate of the Administrative Agent, which that (a) requests reimbursement, payment or compensation for any amounts owing pursuant to Section 4.3 or Section 5.1 or (b) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts pursuant to Section 4.3 or Section 5.1, unless such Lender designates a different lending office before such change in law becomes effective pursuant to Section 17.15(a) and such alternate lending office obviates the need for the Borrower to make payments of any additional amounts pursuant to Section 4.3 or Section 5.1 or (c) has not consented to any proposed amendment, supplement, modification, consent or waiver, each pursuant to Section 17.2 or (d) defaults in its obligation to make Advances hereunder or (e) is a Dissenting Lender on five occasions in any 12-month period; provided, that (i) nothing herein shall not unreasonably be withheld relieve a Lender from any liability it might have to the Borrower or delayedto the other Lenders for its failure to make any Advance, (ii) the replacement financial institution shall purchase, at par, all Advances and other amounts owing to such replaced Lender on or prior to the date of replacement and reallocation of such Advances between the replacement financial institution and such replaced Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (be made in the case of all other amounts)accordance with Section 15.10, (iii) during the Borrowers or such assignee Revolving Period, the replacement financial institution, if not already a Lender, shall have paid be reasonably satisfactory to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and Agent, (iv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.5, (v) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) for Increased Costs or Taxes, as the case may be, (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender, and (vii) if such assignment resulting from replacement is being effected as a claim for result of a Lender requesting compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 4.3 or Section 5.1, such assignment replacement, if effected, will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of payment thereafter. Notwithstanding anything contained to the requirements contrary in this Agreement, no Lender removed or replaced under the provisions hereof shall have any right to receive any amounts set forth in clause (ASection 2.5(c) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithwith such removal or replacement. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 2.10 (or provides a notice or makes a demand under Section 2.10(c) or (d)), or if the Borrowers are 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 subsection 4.20Section 2.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 2.10 or subsection 4.202.12 (or eliminate the need to provide a notice or make a demand under Section 2.10(c) or (d)), as applicablethe 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 Borrowers Borrower hereby agree 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 subsection 4.18Section 2.10 (or provides a notice or makes a demand under Section 2.10(c) or (d)), or if the Borrowers are 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 subsection 4.20Section 2.12, or if any Lender becomes a Defaulting Lender, or if any Lender is a Non-Consenting Lender, then the Borrowers Borrower may, so long as no Default has occurred and is continuing and at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 8.07), all its interests, rights (other than its existing rights to payments pursuant to Section 2.10 or 2.12) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Credit Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term LoansAdvances and participations in L/C Disbursements and Swing Line Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 Section 2.10 or payments required to be made pursuant to subsection 4.20Section 2.12, such assignment will result in a material reduction in such compensation or payments and (Biv) substantially concurrently with satisfaction in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the requirements set forth in clause (A) of this provisoapplicable assignee shall have consented to the applicable amendment, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute waiver or consent or the Assignment and Assumption in connection therewithapplicable request for extension. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 3.7, or if the requires Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to subsection 4.20Section 3.10, then such Lender shall (at the request of any Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 3.7 or subsection 4.203.10, as applicablethe 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 Borrowers hereby 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 subsection 4.18, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers may, at their sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another “Affected Lender, if a Lender accepts such assignment), provided that (A”) (i) the Borrower Agent shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld makes demand upon Borrowers for (or delayed, (iiif Borrowers are otherwise required to pay) such Lender shall have received payment of an amount equal amounts pursuant to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) Section 3.7 or the Borrowers (in the case of all other amounts)3.9 hereof, (iii) the Borrowers is unable to make or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified maintain LIBORTerm SOFR Rate Loans as a result of a condition described in subsection 11.6(dSection 2.2(h) and hereof, (iii) is a Defaulting Lender, or (iv) in denies any consent requested by the case Borrowing Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of any receipt of such assignment resulting from a claim for compensation under subsection 4.18 demand, notice (or payments the occurrence of such other event causing Borrowers to be required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in pay such compensation or payments causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Borrowing Agent pursuant to Section 16.2(b) hereof, as the case may be, by notice in writing to the Agent and such Affected Lender (Bx) substantially concurrently request the Affected Lender to cooperate with satisfaction Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the “Replacement Lender”); (y) request the non-Affected Lenders to acquire and assume all of the requirements set forth Affected Xxxxxx’s Advances and its Revolving Commitment Percentage, as provided herein, but none of such Lenders shall be under any obligation to do so; or (z) propose a Replacement Lender subject to approval by Agent in clause (A) of this proviso, such its good faith business judgment. If any satisfactory Replacement Lender shall be deemed obtained, and/or if any one or more of the non-Affected Lenders shall agree to have assigned acquire and delegated assume all of the Affected Lender’s Advances and its interestsRevolving Commitment Percentage, then such Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment Percentage and other rights and obligations under this Agreement and the Other Documents to such Replacement Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior theretoor non-Affected Lenders, as a result the case may be, in exchange for payment of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.Affected Lender.63

Mitigation; Replacement of Lenders. (a) If any Each Lender requests compensation under subsection 4.18, or if shall promptly notify the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for Company and the account Administrative Agent of any Lender pursuant to subsection 4.20event of which it has knowledge which will result in, then such Lender shall and will use reasonable commercial efforts available to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights it (and obligations hereunder to another of its offices, branches or affiliates, ifnot, in the reasonable judgment of such Lender’s sole judgment, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree ) to mitigate or avoid, (i) any obligation by the Company to pay all reasonable costs and expenses incurred by any amount pursuant to Section 3.07 or 3.09 or (ii) the occurrence of any circumstances described in Section 3.08. If any Lender in connection with has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or assignmentreduce the cost to the Company of) any event described in clause (i) or (ii) above and such designation would not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender. (b) If any Lender requests compensation under subsection 4.18, or if (i) the Borrowers are required Company becomes obligated to pay any additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 3.07 or 3.09, then the Borrowers may, at their sole expense and effort, upon or any Lender gives notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayedoccurrence of any circumstances described in Section 3.08, (ii) any Lender (other than the Lender acting as the Administrative Agent) does not consent to any matter requiring its consent under Section 9.01 when the Majority Lenders have otherwise consented to such matter or (iii) any Lender defaults in its obligation to make Loans under Section 2.01, then the Company may within 90 days thereafter designate another bank which is acceptable to the Administrative Agent in its reasonable discretion (such other bank being called a “Replacement Lender”) to purchase the Loans of such Lender shall have received payment of an amount and such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of its Term Loans, the Loans payable to such Lender plus any accrued but unpaid interest thereon, accrued fees on such Loans and all accrued but unpaid fees owed to such Lender and any other amounts payable to it hereunder from such Lender under this Agreement, and to assume all the assignee (to the extent obligations of such outstanding principal Lender hereunder, and, upon such purchase and accrued interest and fees) or the Borrowers (in the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this provisoassumption, such Lender shall no longer be deemed a party hereto or have any rights hereunder (other than rights with respect to have assigned indemnities and delegated its interestssimilar rights applicable to such Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to the Company hereunder, and the Replacement Lender shall succeed to the rights and obligations under this Agreement and of such Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrowers to require such assignment and delegation cease to applyhereunder.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 2.10 (or provides a notice or makes a demand under Section 2.10(c)), or if the Borrowers are 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 subsection 4.20Section 2.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 2.10 or subsection 4.202.12 (or eliminate the need to provide a notice or make demand under Section 2.10(c)), as applicablethe 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 Borrowers Borrower hereby agree 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 subsection 4.18Section 2.10 (or provides a notice or makes a demand under Section 2.10(c)), or if the Borrowers are 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 subsection 4.20Section 2.12, or if any Lender becomes a Defaulting Lender, or if any Lender is a Non-Consenting Lender, then the Borrowers Borrower may, so long as no Default has occurred and is continuing and at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 8.07), all its interests, rights (other than its existing rights to payments pursuant to Section 2.10 or 2.12) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Credit Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term LoansAdvances and participations in L/C Disbursements, Letter of Credit Advances, Reimbursement Obligations and Swing Line Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 Section 2.10 or payments required to be made pursuant to subsection 4.20Section 2.12, such assignment will result in a material reduction in such compensation or payments and (Biv) substantially concurrently with satisfaction in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the requirements set forth in clause (A) of this provisoapplicable assignee shall have consented to the applicable amendment, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute waiver or consent or the Assignment and Assumption in connection therewithapplicable request for extension. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If Any Lender claiming any Lender requests compensation under subsection 4.18, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender amounts pursuant to subsection 4.20Sections 3.04, then such Lender 3.05 or 4.01(f) shall use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office for funding avoid any costs, reductions, Taxes or booking its Term Loans hereunder Other Taxes in respect of which such amounts are claimed, including the filing of any certificate or to assign its rights and obligations hereunder to another document reasonably requested by the Borrower or the changing of the jurisdiction of its offices, branches Eurodollar Lending Office if such efforts would avoid the need for or affiliates, ifreduce the amount of any such amounts which would thereafter accrue and would not, in the reasonable judgment sole determination of such Lender, such designation result in any additional unreimbursed costs, expenses or assignment (i) would eliminate or reduce amounts payable pursuant risks to subsection 4.18 or subsection 4.20, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be otherwise be materially disadvantageous to such Lender. The Borrowers hereby 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 subsection 4.18, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers Borrower may, at their any time and so long as no Event of Default has then occurred and is continuing, and at its sole expense and effort(including with respect to the processing fee referred to in Section 13.01(b)), upon notice by replace any Lender (i) that has requested compensation from the Borrower Agent under Section 3.04, Section 3.05 or Section 4.01(f), (ii) the obligation of which to make or maintain Eurodollar Rate Loans has been suspended under Section 4.02(e) or (iii) defaults in the making of any Revolving Loan required to be made by it hereunder, in any case under clauses (i), (ii) or (iii) above by written notice to such Lender and the Administrative Agent, require Agent identifying one or more Replacement Lenders to replace such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another “Replaced Lender, if a Lender accepts such assignment”), provided that (A) (i) the notice from the Borrower Agent shall have received to the prior written consent of Replaced Lender and the Administrative AgentAgent provided for hereinabove shall specify an effective date for such replacement (the “Replacement Effective Date”), which consent shall not unreasonably be withheld or delayedat least five (5) Business Days after such notice is given, (ii) such as of the relevant Replacement Effective Date, each Replacement Lender shall have received payment enter into an Assignment and Acceptance with the Replaced Lender pursuant to Section 13.01(b), pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with the Borrower and the Administrative Agent (which agreement shall not be unreasonably withheld), all (but not less than all) of the Revolving Loan Commitment and outstanding Revolving Loans of the Replaced Lender, and, in connection therewith, shall pay (x) to the Replaced Lender, as the purchase price in respect thereof, an amount equal to the outstanding sum as of the Replacement Effective Date (without duplication) of (1) the unpaid principal of its Term Loansamount of, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from accrued but unpaid interest on, all outstanding Revolving Loans of the assignee Replaced Lender and (2) the Replaced Lender’s ratable share of all accrued but unpaid fees owing to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts)Replaced Lender hereunder, (iiiy) to the Borrowers or such assignee shall have paid Administrative Agent, for its own account, any amounts owing to the Administrative Agent by the processing and recordation fee specified in subsection 11.6(d) Replaced Lender under Section 2.01(c)(ii), and (ivz) in to the case Administrative Agent, for the account of the Swing Loan Lender, any such assignment resulting from a claim for compensation amounts owing to the Swing Loan Lender under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 2.03, such assignment will result in a material reduction in such compensation or payments and (Biii) substantially concurrently with satisfaction all other obligations of the requirements set forth Borrower owing to the Replaced Lender (other than those specifically described in clause (Aii) above in respect of this provisowhich the assignment purchase price has been, or is concurrently being, paid), including, without limitation, amounts payable under Sections 3.04, 3.05 and 4.01(f) that give rise to the replacement of such Replaced Lender shall be deemed to have assigned and delegated its interests, rights and obligations amounts payable under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior thereto, Section 4.02(f) as a result of a waiver the actions required to be taken under this Section 3.06, shall be paid in full by such the Borrower to the Replaced Lender on or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), prior to the circumstances entitling the Borrowers to require such assignment and delegation cease to applyReplacement Effective Date.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Sections 3.4, 3.5 or Section 3.6, or if the Borrowers are required to pay any additional amount to any Agent, any Lender or Issuing Bank or any Governmental Authority for the account of any Agent, any Lender or Issuing Bank pursuant to subsection 4.20Section 6.8, then such Agent, such Lender shall or Issuing Bank, as the case may be, shall, if requested by Borrower Agent, use reasonable efforts (subject to overall policy considerations of such Lender, Issuing Bank or Agent) to designate a different lending office for funding or booking its Term Loans hereunder or hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates or to take such other actions as such Lender, Issuing Bank or Agent determines, if, in the reasonable judgment of such LenderAgent, such designation Lender or such Issuing Bank, such designation, assignment or other action (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, such Sections in the future and (ii) would not subject such Agent, such Lender or such Issuing Bank to any unreimbursed cost or expense and such Agent, such Lender or such Issuing Bank would not otherwise be disadvantageous suffer any economic, legal or regulatory disadvantage. Nothing in this Section 3.9 shall affect or postpone any of the obligations of Borrowers or the rights of such Agent, such Lender or such Issuing Bank pursuant to such Lenderthis Section 3.9. The Borrowers hereby agree to pay on demand all reasonable costs and expenses incurred by any such Agent, such Lender or such Issuing Bank in connection with any such designation or assignment. (b) If any Lender requests compensation under subsection 4.18Sections 3.4, 3.5 or 3.6, if the Borrowers are required to pay any additional amount to any Lender or any Issuing Bank or Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 6.8, or if a Lender becomes a Defaulting Lender, then the Borrowers Borrower Agent may, at their its sole expense and effort, upon notice to such Lender, Issuing Bank and Administrative Agent, replace such Lender or Issuing Bank by the Borrower Agent requiring such Lender or Issuing Bank to assign and delegate (and such Lender and the Administrative Agent, require such Lender Issuing Bank shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 13.7), all of its interests, rights and obligations under this Agreement to an assignee Eligible Transferee that shall assume such obligations (which assignee may be another Lenderobligations, if a Lender accepts such assignment)provided, provided that (A) that, (i) the Borrower Agent shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term LoansLoans and participations in Letter of Credit Obligations that it has funded, if any, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal principal) and accrued interest and fees) or the Borrowers Borrower Agent (in the case of all accrued interest, fees and other amounts, including amounts under Section 3.10), (iiiii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and payments, and (Biii) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithapplicable laws or regulations. A Lender and an Issuing Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)Issuing Bank or otherwise, the circumstances entitling the Borrowers Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.9 shall impair any rights that any Borrower or Administrative Agent may have against any Lender that is a Defaulting Lender. Each Lender and Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or Issuing Bank, as the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s or such Issuing Bank’s interests hereunder in the circumstances contemplated by this Section 3.9(b) and Section 13.3(c). (c) In addition, a Non-Consenting Lender may be replaced as provided in Section 13.3(c).

Mitigation; Replacement of Lenders. (a) If any Lender Affected Person requests compensation under subsection 4.18Section 4.01, or if the Borrowers are Borrower is required to pay any additional amount to any Lender Affected Person or any Governmental Authority for the account of any Lender Affected Person pursuant to subsection 4.20Section 4.03, then such Lender Affected Person and its related Group Agent shall use reasonable efforts to designate a different lending office office, branch or Affiliate for funding or booking its Term Loans Principal hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the reasonable judgment of such LenderAffected Person or such Group Agent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 4.01 or subsection 4.20, as applicableSection 4.03, in the future future, and (ii) would not subject such Lender Affected Person or its related Group Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderAffected Person or its related Group Agent. The Borrowers Compass hereby agree agrees to pay all reasonable costs and expenses incurred by any Lender such Affected Person and its related Group Agent in connection with any such designation or assignment. (b) If (i) any Lender (or Affiliate of such Lender) requests compensation under subsection 4.18Section 4.01, or (ii) if the Borrowers are Borrower is required to pay any additional amount to any Lender Affected Person or any Governmental Authority for the account of any Lender Affected Person pursuant to subsection 4.20Section 4.03, then (iii) any Lender has become an Exiting Lender or a Defaulting Lender, or (iv) any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to any matter that requires the Borrowers consent of all Lenders and all affected Lenders and with respect to which the Required Lenders shall have granted their consent, then, in each case, so long as no Event of Termination or Unmatured Event of Termination has occurred and remains continuing, the Borrower may, at their Compass’s sole expense (including payment of any applicable processing and effortrecordation fees), upon notice by to the Borrower Collateral Agent, the related Group Agent to such Lender and the Administrative Agent, require all Lenders in the Group relating to such Lender to assign and delegateassign, without recourse (and in accordance with and subject to 751499193.15 22727329 70 the restrictions contained in subsection 11.6this Agreement; provided, that if the Lender being removed has failed to comply with all applicable requirements and restrictions on its part within one Business Day of the Borrower’s request, such compliance shall not be required), all its of their respective interests, rights (other than their existing rights to payments pursuant to Section 4.01, Section 4.02 or Section 4.03), and obligations under this Agreement and the other Transaction Documents to an a willing assignee that shall assume is an Eligible Assignee and that assumes such obligations (which assignee may be another Lenderinterests, if a Lender accepts such assignment)rights, provided and obligations; provided, that (A) (i) the Borrower Agent shall have received the prior written consent each member of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender assigning Group shall have received payment of an amount equal to the all outstanding principal of its Term Loans, accrued interest thereonPrincipal and Interest in respect thereof, accrued fees and all other amounts payable to it hereunder hereunder, either from the assignee or the Borrower, (B) any such assigning Lender shall remain a beneficiary of any of this Agreement’s terms that expressly survive termination of this Agreement, with respect to the extent of such outstanding principal period during which it was a Lender, and accrued interest and fees(C) or if the Borrowers (in Person then serving as the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to Collateral Agent and/or the Administrative Agent is a member of the processing Group being removed pursuant to this Section, such Person shall cease to be the Administrative Agent and/or Collateral Agent, as applicable, upon the foregoing assignment and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute effective until a successor Collateral Agent and/or Administrative Agent, as the Assignment case may be, has been appointed by the Required Xxxxxxx and Assumption has accepted such appointment and assumed all of the obligations of such Person. Each applicable Lender and each of the Agents shall reasonably cooperate with the Borrower in connection therewithwith effectuating the assignments contemplated by this Section 4.04(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrowers to require such assignment and delegation cease to applyARTICLE V CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS; SECURITY INTEREST SECTION 5.01.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 5.1, or if requires the Borrowers are required Borrower to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to subsection 4.20Section 4.3, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder the Obligations 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 subsection 4.18 Section 4.3 or subsection 4.20Section 5.1, as applicablethe 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 materially disadvantageous to such Lender. The Borrowers Borrower hereby agree agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that such reasonable costs and expenses cannot exceed the amounts requested as compensation under Section 5.1 or that the Borrower is or will be required to pay on account of Indemnified Taxes or additional amounts pursuant to Section 4.3. (b) If At any Lender requests compensation under subsection 4.18time there is more than one Lender, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers mayBorrower shall be permitted, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another replace any Lender, if a Lender accepts such assignment), provided that (A) except (i) the Borrower Administrative Agent shall have received or (ii) any Lender which is administered by the prior written consent Administrative Agent or an Affiliate of the Administrative Agent, which that (a) requests reimbursement, payment or compensation for any amounts owing pursuant to Section 4.3 or Section 5.1 or (b) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts pursuant to Section 4.3 or Section 5.1, unless such Lender designates a different lending office before such change in law becomes effective pursuant to Section 17.16(a) and such alternate lending office obviates the need for the Borrower to make payments of any additional amounts pursuant to Section 4.3 or Section 5.1 or (c) has not consented to any proposed amendment, supplement, modification, consent or waiver, each pursuant to Section 17.2 or (d) defaults in its obligation to make Advances hereunder; provided, that (i) nothing herein shall not unreasonably be withheld relieve a Lender from any liability it might have to the Borrower or delayedto the other Lenders for its failure to make any Advance, (ii) the replacement financial institution shall purchase, at par, all Advances and other amounts owing to such replaced Lender shall have received payment of an amount equal on or prior to the outstanding principal date of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts)replacement, (iii) during the Borrowers or such assignee Revolving Period, the replacement financial institution, if not already a Lender, shall have paid be reasonably satisfactory to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and Agent, (iv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.5, (v) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) for Increased Costs or Taxes, as the case may be, (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender, and (vii) if such assignment resulting from replacement is being effected as a claim for result of a Lender requesting compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 4.3 or Section 5.1, such assignment replacement, if effected, will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of payment thereafter. Notwithstanding anything contained to the requirements contrary in this Agreement, no Lender removed or replaced under the provisions hereof shall have any right to receive any amounts set forth in clause (ASection 2.5(b) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithwith such removal or replacement. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any the Lender requests compensation under subsection 4.18Section 16.2, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender gives a notice pursuant to subsection 4.20Section 16.1, then such the Lender shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, the Lender such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 16.2 in the future, or subsection 4.20eliminate the need for the notice pursuant to Section 16.1, as applicable, in the future and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers Borrower hereby agree agrees to pay all reasonable costs and expenses incurred by any the Lender in connection with any such designation or assignment. (b) . If any the Lender requests compensation under subsection 4.18Section 16.2, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then the Borrowers Borrower may, at their its sole expense and effort, upon notice by to the Borrower Agent to such Lender and the Administrative AgentLender, require such the Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6in, and consents required by, Section 17.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations, provided that that: (A) (ia) the Borrower Agent shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Term Loans, accrued interest thereon, accrued fees thereon and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 16.3) from the assignee (to the extent of such outstanding principal and accrued interest and feesinterest) or the Borrowers Borrower (in the case of all other amounts), ; (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (ivb) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20Section 16.2, such assignment will result in a material reduction in such compensation or payments and thereafter; and (Bc) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithapplicable Laws. A The Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such the Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Sections 3.4, 3.5 or 3.6, or if the Borrowers are required to pay make any additional amount payment to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 6.8, then such Lender shall shall, if requested by Administrative Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Term Loans hereunder or hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates or to take such other actions as such Lender or Agent determines, if, in the reasonable judgment of such Lender, such designation designation, assignment or assignment other action (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, such Sections in the future and (ii) would not subject Agent or such Lender to any unreimbursed cost or expense and Agent or such Lender would not otherwise be disadvantageous suffer any economic, legal or regulatory disadvantage. Nothing in this Section 3.8 shall affect or postpone any of the obligations of Borrowers or the rights of Agent or such Lender pursuant to such Lenderthis Section 3.8. The Borrowers hereby agree to pay on demand all reasonable costs and expenses incurred by Agent or any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under subsection 4.18Sections 3.4, 3.5 or Section 3.6 hereof, or if the Borrowers are required to pay make any additional amount payment to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 6.8, then the Borrowers within sixty (60) days thereafter, Administrative Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 15.7), all of its interests, rights and obligations under this Agreement to an assignee Eligible Transferee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment)that, provided that (A) (i) the Administrative Borrower Agent shall have has received the prior written consent of Agent and Issuing Bank to the Administrative Agent, which consent shall not unreasonably be withheld or delayedextent required under Section 15.7 hereof, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term LoansLoans and participations in Letter of Credit Obligations and Swing Line Loans that it has funded, if any, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal principal) and accrued interest and fees) or the Borrowers Administrative Borrower (in the case of all accrued interest, fees and other amounts, including amounts under Section 3.9), and (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithpayments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Administrative Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 2.10, or if the Borrowers are 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 subsection 4.20Section 2.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 2.10 or subsection 4.202.12, as applicablethe 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 Borrowers Borrower hereby agree 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 subsection 4.18Section 2.10, or if the Borrowers are 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 subsection 4.20Section 2.12, or if any Lender becomes a Defaulting Lender, then the Borrowers Borrower may, so long as no Default has occurred and is continuing and at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 8.07), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.10 or 2.12) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Credit Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term LoansAdvances and participations in L/C Disbursements and Swing Line Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iviii) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 Section 2.10 or payments required to be made pursuant to subsection 4.20Section 2.12, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithpayments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If Section 4.2 applies, any Lender requests compensation under subsection 4.18Sections 4.2, 4.3 or 4.4, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 4.5, then such Lender shall promptly, and in any event if so requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Term Loans hereunder or hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates or to take such other actions as such Lender or the Administrative Agent determines, if, in the reasonable judgment of such Lender, such designation designation, assignment or assignment other action (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, such Sections in the future and (ii) would not subject the Administrative Agent or such Lender to any unreimbursed cost or expense and the Administrative Agent or such Lender would not otherwise be disadvantageous suffer any economic, legal or regulatory disadvantage. Nothing in this Section 4.9 shall affect or postpone any of the obligations of the Borrower or the rights of the Administrative Agent or such Lender pursuant to such Lenderthis Section 4.9. The Borrowers Borrower hereby agree to pay on demand all reasonable costs and expenses incurred by the Administrative Agent or any Lender in connection with any such designation or assignment. (b) If Section 4.2 applies, any Lender requests compensation under subsection 4.18Sections 4.2, 4.3 or 4.4, or if becomes a Defaulting Lender, or the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 4.5, then within one hundred twenty (120) days thereafter, the Borrowers Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 14.11), all of its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), obligations; provided that (A) (i) the Borrower Agent shall have has received the prior written consent of the Administrative AgentAgent in accordance with, which consent shall not unreasonably be withheld or delayedand subject to, the provisions of Section 14.11, (ii) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 14.11, (iii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term LoansLoans that it has funded, if any, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (other than, in the case of a Defaulting Lender, Bank Product Obligations owed thereto), from the assignee (to the extent of such outstanding principal principal) and accrued interest and fees) or the Borrowers Borrower (in the case of all accrued interest, fees and other amounts, including amounts under Section 4.6), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and payments, and (Bv) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithapplicable laws or regulations. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. Nothing in this Section 4.9 shall impair any rights that the Borrower or the Administrative Agent may have against any Lender that is a Defaulting Lender.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers Borrower hereby agree 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 subsection 4.18, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20, or if any Lender becomes a Defaulting Lender, then the Borrowers Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, each Issuing Lender and the Swing Line Lender), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, participations in Letters of Credit funded under subsection 3.6(b) and participations in Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts), (iii) the Borrowers Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.184.12, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.204.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 4.12 or subsection 4.204.14, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers Borrower hereby agree 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 subsection 4.184.12, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.204.14, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrowers Borrower may, at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts), (iii) the Borrowers Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 4.12 or payments required to be made pursuant to subsection 4.204.14, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewith. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 3.4, 3.5 or Section 3.6 hereof, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 4.20Section 6.5, then such Lender shall shall, if requested by Borrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Term Loans hereunder or hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates or to take such other actions as such Lender or Agent determines, if, in the reasonable judgment of such Lender, such designation designation, assignment or assignment other action (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 or subsection 4.20, as applicable, such Sections in the future and (ii) would not subject Agent or such Lender to any unreimbursed cost or expense and Agent or such Lender would not otherwise be disadvantageous suffer any economic, legal or regulatory disadvantage. Nothing in this Section 3.9 shall affect or postpone any of the obligations of Borrowers or the rights of Agent or such Lender pursuant to such Lenderthis Section 3.9. The Borrowers hereby agree to pay on demand all reasonable out of pocket costs and expenses incurred by Agent or any Lender in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under subsection 4.18Section 3.4, 3.5 or if the Section 3.6 hereof, (ii) Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for pursuant to Section 6.5 hereof, (iii) a Non-Consenting Lender does not consent to a proposed change, waiver, discharge or termination with respect to this Agreement or any Financing Agreement that has been approved by the account Required Lenders as provided in Section 11.3 hereof but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender pursuant to subsection 4.20is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 14.7 hereof), all of its interests, rights and obligations under this Agreement and the related Financing Agreements to an assignee Eligible Transferee that shall assume such obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment)that, provided that (A) (i) the Borrower Agent shall Borrowers have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term LoansLoans and participations in Letter of Credit Obligations that it has funded, if any, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal principal) and accrued interest and fees) or the Borrowers (in the case of all accrued interest, fees and other amounts, including amounts under Section 3.10 hereof), (iiiC) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iv) in the case of any such assignment resulting from a claim for compensation under subsection 4.18 or payments required to be made pursuant to subsection 4.20, such assignment will result in a material reduction in such compensation or payments and payments, and (BD) substantially concurrently such assignment does not conflict with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithapplicable laws or regulations. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Nothing in this Section 3.9 shall impair any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender.

Mitigation; Replacement of Lenders. (a) If any Lender requests compensation under subsection 4.18Section 2.10, or if the Borrowers are 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 subsection 4.20Section 2.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to subsection 4.18 Section 2.10 or subsection 4.202.12, as applicablethe 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 Borrowers Borrower hereby agree 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 subsection 4.18Section 2.10, or if the Borrowers are 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 subsection 4.20Section 2.12, or if any Lender becomes a Defaulting Lender, then the Borrowers Borrower may, so long as no Default has occurred and is continuing and at their its sole expense and effort, upon notice by the Borrower Agent to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in subsection 11.6Section 8.07), all its interests, rights (other than its existing rights to payments pursuant to Section 2.10 or 2.12) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (A) (i) the Borrower Agent shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Credit Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term LoansAdvances and participations in L/C Disbursements and Swing Line Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts), (iii) the Borrowers or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in subsection 11.6(d) and (iviii) in the case of any such assignment resulting from a claim for compensation Alliance Resource Fourth Amended and Restated Credit Agreement under subsection 4.18 Section 2.10 or payments required to be made pursuant to subsection 4.20Section 2.12, such assignment will result in a material reduction in such compensation or payments and (B) substantially concurrently with satisfaction of the requirements set forth in clause (A) of this proviso, such Lender shall be deemed to have assigned and delegated its interests, rights and obligations under this Agreement and such Lender shall not be required to execute the Assignment and Assumption in connection therewithpayments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above)otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.