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

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender (including the Administrative Agent, any Swing Line Bank or the Issuing Bank any Fronting Bank) requests compensation under Section 2.142.11, or if it becomes unlawful for any Lender (including the Administrative Agent, any Swing Line Bank or any Fronting Bank) to make or maintain Eurodollar Loans under Section 2.12, or if a Borrower is required to pay any additional amount to any such Person Lender, the Administrative Agent, any Swing Line Bank, any Fronting Bank or any Governmental Authority for the account of any Lender Lender, the Administrative Agent or any Fronting Bank pursuant to Section 2.162.17, then such Lender Lender, the Administrative Agent, such Swing Line Bank or such Fronting Bank shall, at the Issuing Bankrequest of such Borrower, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or for the issuance of Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender Lender, the Administrative Agent, such Swing Line Bank or the Issuing such Fronting Bank, as applicablethe case may be, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.11 or 2.162.17 or no longer make it unlawful for such Lender, the Administrative Agent, such Swing Line Bank or such Fronting Bank, to make or maintain Eurodollar Loans under Section 2.12, as the case may be, in the future and (ii) would not subject such Lender Lender, the Administrative Agent, such Swing Line Bank or Issuing Bank such Fronting Bank, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender Lender, the Administrative Agent, such Swing Line Bank or such Fronting Bank, as the Issuing Bankcase may be. The Borrower Borrowers hereby agrees agree, jointly and severally, to pay all reasonable and documented costs and expenses incurred by any Lender Lender, the Administrative Agent, the Swing Line Banks or the Issuing any Fronting Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.12 and 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.12, or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender or the Issuing Bank, as the case may be, Bank shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans or and Letters of Credit hereunder or the assignment of its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender or the Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the If, with respect to any Lender, any Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14Administrative Agent, an event or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then circumstance occurs that would entitle such Lender or Issuing Bank or the Administrative Agent to exercise any of the rights or benefits afforded by Section 2.14 or 2.16(a), such Lender or Issuing BankBank or the Administrative Agent, as promptly upon becoming aware of the case may besame, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of take all steps as may be reasonably available (including designating a different lending office Applicable Lending Office for funding or booking its Loans hereunder or participating in Letters of Credit hereunder or the assignment of assigning its rights and obligations hereunder to another of its offices, branches or affiliatesfurnishing the proper certificates under any applicable Tax laws, ifTax treaties, conventions and governmental regulations to the extent that such certificates are legally available to such Lender or Issuing Bank or to the Administrative Agent) to eliminate or mitigate the effects of any event resulting in the judgment ability of such Lender or the Administrative Agent to exercise rights under any of such Sections; provided that none of any Lender, any Issuing BankBank or the Administrative Agent shall be under any obligation to take any step that, as applicablein its reasonable judgment, such designation or assignment would (i) would eliminate result in its incurring Additional Costs or reduce amounts payable pursuant Taxes in performing its obligations hereunder unless the Borrowers and the Account Parties have expressly agreed to reimburse it therefor or (ii) be materially disadvantageous to such Lender or Issuing Bank or to the Administrative Agent. Within 60 days after the occurrence of any event giving rise to any rights or benefits provided by Sections 2.14 and 2.16(a) in favor of any Lender or 2.16Issuing Bank or the Administrative Agent, such Lender or Issuing Bank or the Administrative Agent (i) will notify the Parent Borrower of such event or circumstance and (ii) provide the Parent Borrower with a certificate setting forth in reasonable detail (x) the event or circumstance giving rise to any benefit under Sections 2.14 and 2.16(a), (y) the effective date of, and the time period during which, compensation for any Additional Costs or Taxes are being claimed and (z) the determination of amount or amounts claimed thereby and detailed calculations with respect thereto; provided that, if such Lender or Issuing Bank or the Administrative Agent does not give the Parent Borrower such notice and certificate within the 60-day period set forth in this sentence, the relevant Borrower or the relevant Account Party (as the case may be, in the future and (ii) would not subject shall be required to indemnify such Lender or Issuing Bank or the Administrative Agent only for such Additional Costs and Taxes as are attributable to the period from and after the first date as of which such notice and certificate have been received by the Parent Borrower. Such Lender or Issuing Bank or the Administrative Agent shall notify the Parent Borrower of any unreimbursed cost or expense change in circumstances with respect to the event specified in the above-described notice and would not otherwise be disadvantageous to certificate as promptly as practicable after such Lender or Issuing Bank or the Administrative Agent obtains knowledge thereof. Such certificate shall be presumptively correct absent manifest error. Notwithstanding the foregoing, none of any Lender, any Issuing Bank. The Bank or the Administrative Agent shall deliver the notice and certificate described in this paragraph (a) to the Parent Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by in respect of any Additional Costs or Taxes unless it is then the general policy of such Lender or the Issuing Bank or the Administrative Agent to pursue similar rights and remedies in connection with any such designation or assignmentsimilar circumstances under comparable provisions of other credit agreements.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If (i) any Lender or the Issuing Bank requests compensation under Section 2.142.13, or if the (ii) either Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15 or any event gives rise to the operation of Section 2.22, or (iii) (A) the French Borrower has provided written notice to the Lenders that the list of Non-Cooperative Jurisdictions has been amended to include an additional non-cooperative state or territory (Etat ou territoire non coopératif) and (B) any amount payable under the Loan Documents by the French Borrower becomes not deductible from that French Borrower’s taxable income for French tax purposes by reason of that amount being (x) paid or accrued to a Non-Cooperative Jurisdiction Resident or (y) paid to a Non-Cooperative Jurisdiction Account, then such Lender or or, where relevant, the Issuing Bank, as the case may beAdministrative Agent, shall use reasonable efforts (and at the expense of such Borrower) to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans or Letters of Credit hereunder or the assignment of hereunder, to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, or to change its bank account, if, in the judgment of such Lender or or, where relevant, the Issuing Bank, as applicableAdministrative Agent, such designation or assignment and delegation or change (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.13 or 2.16Section 2.15 or mitigate the applicability of Section 2.22, as the case may be, or would eliminate or reduce the non-deductibility issue referred to in the future (iii) above, and (ii) would not subject such Lender or Issuing Bank Administrative Agent to any unreimbursed cost or expense reasonably deemed by such Lender or Administrative Agent to be material and would not otherwise be disadvantageous in any material economic, legal or regulatory respect to such Lender or Administrative Agent, it being specified, for the Issuing Bank. The Borrower hereby agrees avoidance of doubt, that in case of non-deductibility issue referred to pay all reasonable and documented costs and expenses incurred in (iii) above, the substitution of the Lending Office or Administrative Agent’s office located in a Non-Cooperative Jurisdiction by any Lender an office that is not located in a Non-Cooperative Jurisdiction or the Issuing Bank substitution of the bank account opened in connection with any such designation the name of or assignmentfor the benefit of the Administrative Agent or a Lender in a financial institution situated in a Non-Cooperative Jurisdiction by a bank account that is not opened in a financial institution situated in a Non-Cooperative Jurisdiction, will be considered as reasonable efforts for the purposes hereof.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.13, or if the Borrower Company is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.13 or 2.162.15, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Company hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.13, OR IF THE COMPANY IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.15, OR IF ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS HEREUNDER, THEN THE COMPANY MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER AND THE ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN SECTION 9.04), ALL ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN ANY OUTSTANDING COMPETITIVE LOANS HELD BY IT) TO AN ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (i) THE COMPANY SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD, (ii) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS (OTHER THAN COMPETITIVE LOANS), 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 COMPANY (IN THE CASE OF ALL OTHER AMOUNTS) AND (iii) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.13 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.15, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS. A LENDER SHALL NOT BE REQUIRED TO MAKE ANY SUCH ASSIGNMENT AND DELEGATION IF, PRIOR THERETO, AS A RESULT OF A WAIVER BY SUCH LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING THE COMPANY TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender or the Issuing Bank, as the case may be, Bank shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or and Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.14 or 2.16, as the case may be, in the future future, and (ii) would not subject such Lender or the Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person If, with respect to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14Administrative Agent, an event or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then circumstance occurs that would entitle such Lender or the Issuing BankAdministrative Agent to exercise any of the rights or benefits afforded by Section 2.14 or 2.16(a), as such Lender or the case may beAdministrative Agent, promptly upon becoming aware of the same, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of take all steps as may be reasonably available (including designating a different lending office Applicable Lending Office for funding or booking its Loans hereunder or participating in Letters of Credit hereunder or the assignment of assigning its rights and obligations hereunder to another of its offices, branches or affiliatesfurnishing the proper certificates under any applicable Tax laws, ifTax treaties, conventions and governmental regulations to the extent that such certificates are legally available to such Lender or to the Administrative Agent) to eliminate or mitigate the effects of any event resulting in the judgment ability of such Lender or the Issuing BankAdministrative Agent to exercise rights under any of such Sections; provided that neither any Lender nor the Administrative Agent shall be under any obligation to take any step that, as applicablein its reasonable judgment, such designation or assignment would (i) would eliminate result in its incurring Additional Costs or reduce amounts payable pursuant Taxes in performing its obligations hereunder unless the Borrowers and the Account Parties have expressly agreed to reimburse it therefor or (ii) be materially disadvantageous to such Lender or to the Administrative Agent. Within 60 days after the occurrence of any event giving rise to any rights or benefits provided by Sections 2.14 and 2.16(a) in favor of any Lender or 2.16the Administrative Agent, such Lender or the Administrative Agent (i) will notify the Parent Borrower of such event or circumstance and (ii) provide the Parent Borrower with a certificate setting forth in reasonable detail (x) the event or circumstance giving rise to any benefit under Sections 2.14 and 2.16(a), (y) the effective date of, and the time period during which, compensation for any Additional Costs or Taxes are being claimed and (z) the determination of amount or amounts claimed thereby and detailed calculations with respect thereto; provided that, if such Lender or the Administrative Agent does not give the Parent Borrower such notice and certificate within the 60-day period set forth in this sentence, the relevant Borrower or the relevant Account Party (as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank shall be required to any unreimbursed cost or expense and would not otherwise be disadvantageous to indemnify such Lender or the Issuing BankAdministrative Agent only for such Additional Costs and Taxes as are attributable to the period from and after the first date as of which such notice and certificate have been received by the Parent Borrower. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Such Lender or the Issuing Bank Administrative Agent shall notify the Parent Borrower of any change in connection circumstances with respect to the event specified in the above-described notice and certificate as promptly as practicable after such Lender or the Administrative Agent obtains knowledge thereof. Such certificate shall be conclusive absent manifest error. Notwithstanding the foregoing, neither any Lender nor the Administrative Agent shall deliver the notice and certificate described in this paragraph (a) to the Parent Borrower in respect of any Additional Costs or Taxes unless it is then the general policy of such designation Lender or assignmentthe Administrative Agent to pursue similar rights and remedies in similar circumstances under comparable provisions of other credit agreements.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.12, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. (b) If any Lender requests compensation under Section 2.12, or if the Issuing Bank. The Borrower hereby agrees is required to pay all reasonable and documented costs and expenses incurred by any additional amount to any Lender or any Governmental Authority for the Issuing Bank account of any Lender pursuant to Section 2.14, or if any Lender defaults in connection its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 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 (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such designation assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 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 (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.12 and 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.12, or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender or the Issuing Bank, as the case may be, bank shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans or and Letters of Credit hereunder or the assignment of its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender or the Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15(a) or (b), or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15(a) or 2.16(b) or 2.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. (b) If any Lender requests compensation under Section 2.15(a) or (b), or if the Issuing Bank. The Borrower hereby agrees Borrowers are required to pay all reasonable and documented costs and expenses incurred by any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15(a) or (b) or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) if the assignee is not already a Lender, an Affiliate of a Lender or an Approved Fund, the Borrowers shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline 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 Loans and funded participations in connection with LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such designation assignment resulting from a claim for compensation under Section 2.15(a) or assignment.(b) or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. SECTION 2.20

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required isrequired to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any ofany Lender pursuant to Section 2.162.15, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of a different designate adifferent lending office for funding or booking its Term Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations andobligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableofsuch Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections toSection 2.14 or 2.162.15, as the case may beapplicable, in the future and (ii) would not subject such Lender (or Issuing Bank its parentcompanies) to any material unreimbursed cost or expense and would not otherwise be disadvantageous to disadvantageousto such Lender or the Issuing Bankin any material respect. The Borrower hereby agrees to pay all reasonable and documented costs and expenses andexpenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignmentassignment.(b) If any Lender requests compensation under Section 2.14, or if the Borrower isrequired to pay any additional amount to any Lender or any Governmental Authority for the account ofany Lender pursuant to Section 2.15, or if any Lender becomes a Non-Funding Lender, then theBorrower may, at its sole expense and effort, upon notice to such Lender and the Agent, replace suchLender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assignand delegate), without recourse (in accordance with and subject to the restrictions contained inSection 9.04), all its interests, rights and obligations under this Agreement to an assignee that shallassume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);provided that (i) the Borrower shall have received the prior written consent of the Agent, which consentshall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal tothe outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amountsdue and payable to it hereunder, from the assignee (to the extent of such outstanding principal orparticipation) or the Borrower (in the case of all other amounts) and (iii) in the case of any suchassignment resulting from a claim for compensation under Section 2.14 or payments required to be madepursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments.A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a resultof a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require suchassignment and delegation cease to apply.SECTION 2.18 [Reserved].SECTION 2.19

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender requires the Borrowers to pay any Additional Amounts under Section 2.09 or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.162.10, then such Lender or shall (at the Issuing Bank, as request of the case may be, shall Administrative Borrower) use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16, as the case may be, such Section in the future future, and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requires the Borrowers to pay any Additional Amounts under Section 2.09 or requests compensation under Section 2.10 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (a) above, or if any Lender is a Defaulting Lender, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Agents, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.07), all of its interests, rights and obligations under this Agreement and

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.13, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.13 or 2.16Section 2.15, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (a) If (i) any Lender requests compensation under Section 2.13 or (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under the Financing Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have paid to the Administrative Agent the assignment fees (if any) specified in Section 9.04, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments and (D) such assignment does not conflict with applicable Governmental Rules. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that a Lender being replaced hereunder does not execute an Assignment and Assumption pursuant to this Section within three (3) Business Days after receipt by such Lender of a notice of replacement pursuant to this Section, the Administrative Agent shall be entitled (but not obligated) to execute such an Assignment and Assumption on behalf of such Lender, 54 Bridge Loan Agreement and any such Assignment and Assumption so executed by the Administrative Agent and the replacement Lender shall be effective for purposes of this Agreement. Section 2.18

Mitigation Obligations; Replacement of Lenders. (a1) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.12, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender or the Issuing Bank, as the case may be, shall will use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Term Loans or Letters of Credit hereunder or the assignment of assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates 111 US-DOCS\97700238.15141444430.9 if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.12 or 2.162.14, as the case may beapplicable, in the future and (iib) would not subject such Lender or Issuing Bank to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bankin any material respect. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (2) If any Lender requests compensation under Section 2.12 or is a Defaulting Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, either (a) prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)Section 10.04(2)(b)(ii)) or (b) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) in the case of clause (b) above, the Borrower has received the prior written consent of the Administrative Agent, which consent will not unreasonably be withheld, if a consent by the Administrative Agent would be required under Section 10.04 for an assignment of Term Loans to such assignee, (ii) such Lender has 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 (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. No action by or consent of the Defaulting Lender will be necessary in connection with such removal or assignment. In connection with any such assignment, the Borrower, the Administrative Agent, the Defaulting Lender and the replacement Lender will otherwise comply with Section 10.04; provided that if such Defaulting Lender does not comply with Section 10.04 within three Business Days after the Administrative Agent’s or the Borrower’s request, compliance with Section 10.04 will not be required to effect such assignment. Nothing in this Section 2.16 will be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. (3) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 10.08, requires the consent of such Lender and with respect to which the Required Lenders have granted their consent, then the Borrower will have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to either (a) prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)) or (b) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Term Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent if a consent by the Administrative Agent would be required under 112 US-DOCS\97700238.15141444430.9 Section 10.04 for an assignment of Term Loans to such Assignee; provided that (i) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.12, 2.13 or 2.14) being removed or replaced will be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (ii) in the case of clause (b) above, such Non-Consenting Lender will have received payment of an amount equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender will be necessary in connection with such removal or assignment, in the case of clause (b) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender will otherwise comply with Section 10.04; provided that if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after the Administrative Agent’s or the Borrower’s request, compliance with Section 10.04 will not be required to effect such assignment. SECTION 2.17. Illegality[Reserved]. If any Lender reasonably determines that any change in law has made it unlawful, or if any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable lending office to make or maintain any Eurocurrency Loans, then, upon notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency Borrowings will be suspended until such Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower will upon demand from such Lender (with a copy to the Administrative Agent), either convert all Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Loans. Upon any such prepayment or conversion, the Borrower will also pay accrued interest on the amount so prepaid or converted. . SECTION 2.18.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be 47

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower Designation of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such noticea Different Lending Office. If any Lender or the Issuing Bank requests compensation under Section 2.143.04, or if the Borrower is required to pay any additional amount to any such Person Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 2.163.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the Issuing Banksuch L/C Issuer shall, as the case may beapplicable, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicablesuch L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 3.01 or 2.163.04, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or Issuing Bank such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the Issuing Bankcase may be. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank any L/C Issuer in connection with any such designation or assignment. Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.147.1(b) or (c) or Section 7.2, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.167.2, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Term Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16, as the case may be, thereto in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. If any Lender requests compensation under Section 7.1(b) or (c) or Section 7.2, or if the Issuing Bank. The Borrower hereby agrees is required to pay all reasonable and documented costs and expenses incurred by any additional amount to any Lender or any Governmental Authority for the Issuing Bank account of any Lender pursuant to Section 7.2, or if any Lender defaults in connection its obligation to fund Term Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.3), all its interests, rights and obligations under this Credit Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (B) in the case of any such designation assignment resulting from a claim for compensation under Section 7.1(b) or assignment(c) or payments required to be made pursuant to Section 7.2, such assignment will result in a material reduction in such compensation or payments and (C) 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, including any amount payable under Section 7.1(d), from the assignee (to the extent of such outstanding principal, accrued interest and fees) or the Borrower (in the case of all other amounts). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Lead Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.11, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.11 or 2.16Section 2.13, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.11, or (ii) if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, or (iii) if any Lender becomes Defaulting Lender, or (iv) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 10.02, requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, or (v) any Lender delivers a notification pursuant to Section 2.18 regarding its ability to make or maintain Loans, or (vi) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may (A) in the case of a Defaulting Lender or a Lender that is unable to make or maintain Loans, terminate the relevant Lender’s Commitment and (B) in the case of any such Lender (including any Defaulting Lender or a Lender that is unable to make or maintain Loans), upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.11 or 2.13) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (1) the Borrower shall have received the prior written

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If (i) any Lender or the Issuing Bank requests compensation under Section 2.145.1., or if (ii) the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.10., (iii) any Lender is a Non-Consenting Lender, (iv) any Lender shall have given notice under Section 5.1.(c) or Section 5.3. of its inability to make or maintain as such any LIBOR Loan (provided that this clause (iv) shall not be applicable if the Requisite Lenders have given such notice) or (v) any Lender becomes a Defaulting Lender (any such Defaulting Lender and any Lender referred to in (i) through (iv) above being herein referred to as an “Affected Lender”), then the Borrower may, by giving written notice thereof to the Administrative Agent, such Affected Lender and the other Lenders, either (A) demand that such Affected Lender assign its entire Commitment and Loans and all of its other interests, rights and obligations under this Agreement and the Loan Documents to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(c), in consideration of the applicable payments provided for in subsection (b) below, and upon such demand the Affected Lender shall promptly, assign its entire Commitment and Loans and all of its other interests, rights and obligations under this Agreement and the Loan Documents to such Eligible Assignee, or (B) terminate the Commitment of such Lender and notwithstanding Section 3.2. or any other provision herein to contrary requiring the pro rata treatment of payments to the Lenders, repay the entire Outstanding Amount of the Loans held by such Affected Lender, together with all accrued interest thereon, whereupon such Affected Lender shall no longer be a party hereto. Upon any such assignment, the Affected Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption Agreement, and shall pay to the Administrative Agent an assignment fee as provided in Section 13.6.(c). Notwithstanding the foregoing, an Affected Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the Issuing Bank, as circumstance entitling the Borrower to require such assignment and delegation cease to apply. In the case may be, shall use reasonable efforts of any such assignment resulting from a claim for compensation under Section 5.1. or payments required to avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable be made pursuant to Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise Section 3.10. it shall be disadvantageous a condition to such Lender assignment that such assignment will result in a reduction in such compensation or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignmentpayments.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto. SECTION 2.20.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender (including the Administrative Agent, any Swing Line Bank or the Issuing Bank any Fronting Bank) requests compensation under Section 2.142.11, or if it becomes unlawful for any Lender (including the Administrative Agent, any Swing Line Bank or any Fronting Bank) to make or maintain Eurodollar Loans under Section 2.12, or if a Borrower is required to pay any additional amount to any such Person Lender, the Administrative Agent, any Swing Line Bank, any Fronting Bank or any Governmental Authority for the account of any Lender Lender, the Administrative Agent or any Fronting Bank pursuant to Section 2.162.17, then such Lender Lender, the Administrative Agent, such Swing Line Bank or such Fronting Bank shall, at the Issuing Bankrequest of such Borrower, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or for the issuance of Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender Lender, the Administrative Agent, such Swing Line Bank or the Issuing such Fronting Bank, as applicablethe case may be, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.11 or 2.162.17 or no longer make it unlawful for such Lender, the Administrative Agent, such Swing Line Bank or such Fronting Bank, to make or maintain Eurodollar Loans under Section 2.12, as the case may be, in the future and (ii) would not subject such Lender Lender, the Administrative Agent, such Swing Line Bank or Issuing Bank such Fronting Bank, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender Lender, the Administrative Agent, such Swing Line Bank or such Fronting Bank, as the Issuing Bankcase may be. The Borrower Borrowers hereby agrees agree, jointly and severally, to pay all reasonable and documented costs and expenses incurred by any Lender Lender, the Administrative Agent, the Swing Line Bank or the Issuing any Fronting Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.23, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans hereunder or Letters its participation in any Letter of Credit hereunder affected by such event, or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous in any material economic, legal or regulatory respect to, such Lender. (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) the Borrower is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender is or becomes a Disqualified Lender or (iv) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the First Lien Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.17) and obligations under this Agreement and the Issuing Bank. The other First Lien Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower hereby agrees shall have received the prior written consent of the First Lien Administrative Agent to pay all reasonable the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and documented costs if a Revolving Commitment is being assigned and expenses incurred by any Lender or the delegated, each Issuing Bank and each Swingline Lender), which consents, in connection with any each case, shall not unreasonably be withheld or delayed, (B) such designation or assignment.Lender shall have received payment of an amount equal to the -91- [EMEA_ACTIVE 302040156_13]

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.23, then such Lender or shall (at the Issuing Bank, as request of the case may be, shall Borrower) use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans hereunder or Letters its participation in any Letter of Credit hereunder affected by such event, or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 2.15 or 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous in any material economic, legal or regulatory respect to, such Lender. (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) the Borrower is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving Commitment is being assigned and delegated, each Issuing Bank), which consents, in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Issuing BankBorrower (in the case of all other amounts), (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any such assignment resulting from a claim for compensation under Section 2.15, or payments required to be made pursuant to Section 2.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. The Borrower hereby agrees A Lender shall not be required to pay all reasonable make any such assignment and documented costs and expenses incurred delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the Issuing Bank in connection with any circumstances entitling the Borrower to require such designation or assignmentassignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15 or such Lender determines it can no longer make or maintain Term XXXXX Loans, SOFR Loans, XXXXX Xxxx Revolving Loans or EURIBOR Rate Revolving Loans pursuant to Section 2.20, or if the Lead Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans hereunder or Letters its participation in any Letter of Credit hereunder affected by such event, or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bankin any material respect. The Lead Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain Term XXXXX Loans, SOFR Loans, XXXXX Xxxx Revolving Loans or EURIBOR Rate Revolving Loans pursuant to Section 2.20, (ii) if the Lead Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) if any Lender is a Defaulting Lender, (iv) if in connection with any proposed amendment, waiver or consent requiring the

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the any Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or shall consult with the Issuing BankCompany regarding any actions that could be taken to reduce amounts payable under such Sections and the costs of taking such actions and shall, as at the case may berequest of the Company following such consultations, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Company hereby agrees to pay all reasonable and documented reasonable, direct, out-of-pocket costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a US Tranche Commitment or a Canadian Tranche Commitment is being assigned, the Swingline Lenders), which consent shall not be unreasonably withheld and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee or the Company. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a1) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall will use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of assign its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may beapplicable, in the future and (iib) would not subject such Lender or Issuing Bank to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bankin any material respect. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (2) If any Lender requests compensation under Section 2.15 or is a Defaulting Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that assumes such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (a) the Borrower shall have received the prior written consent of the Administrative Agent, Swingline Lender and the Issuing Bank, which consent shall not unreasonably be withheld, to the extent the consent of such Person would be required under Section 10.04 for an assignment of Loans or Commitments to such Person, (b) such Lender has received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and (c) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. No action by or consent of the Defaulting Lender will be necessary in connection with such removal or assignment. In connection with any such assignment, the Borrower, the Administrative Agent, the Defaulting Lender and the replacement Lender will otherwise comply with Section 10.04; provided that if such Defaulting Lender does not comply with Section 10.04 within three Business Days after the Administrative Agent’s or the Borrower’s request, compliance with Section 10.04 will not be required to effect such assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.1410.9, or if requires the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.1610.8, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 10.8 or 2.1610.9, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender Lender. A Lender’s obligation to make any such designation or assignment is subject to the Issuing Bank. The Borrower hereby agrees agreeing to pay all reasonable and documented costs and expenses incurred by the Lender in connection therewith after notice to and approval by the Borrower thereof. If any Lender requests compensation under Section 10.9, if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the Issuing Bank account of any Lender pursuant to Section 10.8, if any Lender’s obligations are suspended pursuant to Section 10.11 or if any Lender is a Defaulting Lender or Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon 10 days’ notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in connection accordance with any and subject to the restrictions contained in, and consents required by, Section 9.2), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such designation or obligations (which assignee may be another Lender, if a Lender accepts such assignment.), provided that:

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.16, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender, is required to pay any Indemnified Taxes, or is required to indemnify any Lender pursuant to Section 2.162.18, then such Lender or the Issuing Bank, as the case may be, shall use shalluse reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.16 or 2.16Section 2.18, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (x) any Lender requests compensation under Section 2.16, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender, is required to pay any Indemnified Taxes, or is required to indemnify any Lender pursuant to Section 2.18, (y) in connection with any proposed amendment, waiver or consent to this Agreement or any other Credit Document requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is not obtained being referred to herein as a “Non-Consenting Lender”) or (z) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender or Non-Consenting Lender, as applicable, and the Administrative Agent, require such Lender or such Non-Consenting Lender, as applicable, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.16) and obligations under this Agreement and the other Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (solely in its capacity as such) and the Swingline Lender which consent shall not unreasonably be withheld, (ii) such Lender or such Non-Consenting Lender, as applicable, shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.12, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. (b) If any Lender requests compensation under Section 2.12, or if the Issuing Bank. The Borrower hereby agrees is required to pay all reasonable and documented costs and expenses incurred by any additional amount to any Lender or any Governmental Authority for the Issuing Bank account of any Lender pursuant to Section 2.14, or if any Lender defaults in connection its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 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 (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such designation assignment resulting from a claim for compensation under Section 2.12 or assignment.payments required to be made pursuant to Section 2.14, such assignment 35

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is Borrowers are required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then then: (a) such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 2.15 or 2.162.17, as the case may be, in the future future, and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or (and the Issuing Bank. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.); and (b) the Borrowers may, at their sole expense and effort, require such Lender or any Defaulting Lender (such Lender or Defaulting Lender herein, a “Departing Lender”), upon notice from the Administrative Borrower to the Departing Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.05), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent and the Issuing Bank, which consent shall not unreasonably be withheld, (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. SECTION 2.20

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. 2.21.1 If any Lender or the Issuing Bank requests compensation under Section 2.142.18, or if requires the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.19, then such Lender or shall (at the Issuing Bank, as request of the case may be, shall Borrower) use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Installation for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 2.18 or 2.162.19, as the case may be, in the future future, and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. 2.21.2 If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant Section 2.19 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 2.21.1, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.18 or 2.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.3.2; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any funded participations in Letters of Credit not refinanced through the Borrowing of Revolving 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 2.20) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a request for compensation under Section 2.18 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with Applicable Law; and 51

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender Lender, LC Issuer or the Issuing Bank Administrative Agent requests compensation under Section 2.142.06, or if the Borrower each Account Party is required to pay any additional amount to any such Person Lender, LC Issuer or the Administrative Agent or any Governmental Authority for the account of any Lender Lender, LC Issuer or the Administrative Agent pursuant to Section 2.162.06 or Section 2.12, then such Lender Lender, LC Issuer or the Issuing Bank, as the case may be, Administrative Agent shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for issuing or funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender Lender, LC Issuer or the Issuing Bank, as applicableAdministrative Agent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.06 or 2.162.12, as the case may be, in the future and (ii) would not subject such Lender Lender, LC Issuer or Issuing Bank the Administrative Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender Lender, LC Issuer or the Issuing BankAdministrative Agent. The Borrower Each Account Party hereby jointly and severally agrees to pay all reasonable and documented costs and expenses incurred by any Lender Lender, LC Issuer or the Issuing Bank Administrative Agent in connection with any such designation or assignment.. (b) If any Lender shall become a Defaulting Lender or requests compensation under Section 2.06, or if any Account Party is required to pay any additional amount to any Lender or LC Issuer or any Governmental Authority for the account of any Lender or LC Issuer pursuant to Section 2.06 or Section 2.12, then, in each case, the Company, at its sole expense and effort, shall have the right, if no Default or Event of Default then exists, to replace such Lender or LC Issuer (the “Replaced Lender”), with one or more Person or Persons (collectively, the “Replacement Lender”) reasonably acceptable to the Administrative Agent at which time the Replaced Lender shall assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to the Replacement Lender; provided that (i) at the time of any replacement pursuant to this Section 2.14, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment and Assumptions pursuant to Section 10.04(b) (and with all fees payable pursuant to said Section 10.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to (i) all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (ii) the principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.11; (ii) all obligations of each Account Party under this Agreement owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and If, with respect to any Lender, any Issuing Bank, the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender Administrative Agent or the Issuing Bank requests compensation under Section 2.14Term Agent, an event or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then circumstance occurs that would entitle such Lender or the Issuing Bank, as the case may beAdministrative Agent, or the Term Agent to exercise any of the rights or benefits afforded by Section 2.14 or 2.16(a), such Lender or Issuing Bank or the Administrative Agent, promptly upon becoming aware of the same, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of take all steps as may be reasonably available (including designating a different lending office Applicable Lending Office for funding or booking its Loans hereunder or participating in Letters of Credit hereunder or the assignment of assigning its rights and obligations hereunder to another of its offices, branches or affiliatesfurnishing the proper certificates under any applicable Tax laws, ifTax treaties, conventions and governmental regulations to the extent that such certificates are legally available to such Lender, Issuing Bank, Administrative Agent or Term Agent) to eliminate or mitigate the effects of any event resulting in the ability of such Lender, the Administrative Agent or Term Agent to exercise rights under any of such Sections; provided that none of any Lender, any Issuing Bank, Administrative Agent or Term Agent shall be under any obligation to take any step that, in its reasonable judgment, would (i) result in its incurring Additional Costs or Taxes in performing its obligations hereunder unless the judgment Borrowers and the Account Parties have expressly agreed to reimburse it therefor or (ii) be materially disadvantageous to such Lender, Issuing Bank, Administrative Agent or Term Agent. Within 60 days after the occurrence of any event giving rise to any rights or benefits provided by Sections 2.14 and 2.16(a) in favor of any Lender, Issuing Bank, Administrative Agent or Term Agent, such Lender or Issuing Bank or the Issuing Bank, as applicable, such designation or assignment Administrative Agent (i) would eliminate will notify the Parent Borrower of such event or reduce amounts payable pursuant circumstance and (ii) provide the Parent Borrower with a certificate setting forth in reasonable detail (x) the event or circumstance giving rise to any benefit under Sections 2.14 and 2.16(a), (y) the effective date of, and the time period during which, compensation for 77 any Additional Costs or 2.16Taxes are being claimed and (z) the determination of amount or amounts claimed thereby and detailed calculations with respect thereto; provided that, if such Lender or Issuing Bank or the Administrative Agent does not give the Parent Borrower such notice and certificate within the 60-day period set forth in this sentence, the relevant Borrower or the relevant Account Party (as the case may be, in the future and (ii) would not subject shall be required to indemnify such Lender or Issuing Bank or the Administrative Agent only for such Additional Costs and Taxes as are attributable to the period from and after the first date as of which such notice and certificate have been received by the Parent Borrower. Such Lender or Issuing Bank or the Administrative Agent shall notify the Parent Borrower of any unreimbursed cost or expense change in circumstances with respect to the event specified in the above-described notice and would not otherwise be disadvantageous to certificate as promptly as practicable after such Lender or Issuing Bank or the Administrative Agent obtains knowledge thereof. Such certificate shall be presumptively correct absent manifest error. Notwithstanding the foregoing, none of any Lender, any Issuing Bank. The Bank or the Administrative Agent shall deliver the notice and certificate described in this paragraph (a) to the Parent Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by in respect of any Additional Costs or Taxes unless it is then the general policy of such Lender or the Issuing Bank or the Administrative Agent to pursue similar rights and remedies in connection with any such designation or assignmentsimilar circumstances under comparable provisions of other credit agreements.

Mitigation Obligations; Replacement of Lenders. (ah) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then to the extent requested by the Borrower and subject to the Borrower’s payment obligations under the next sentence, such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment to the extent such costs and expenses have been approved in advance by the Borrower. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.16Section 2.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 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 (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a -35-

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliates, to file any certificate or document reasonably requested by the Borrower or to take other reasonable measures, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation designation, assignment, filing or assignment other measures (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16Section 2.14, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.16 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14. (b) If, after the date hereof, the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.02), 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), in any case as of a Business Day specified in such notice from the Borrower; provided that (i) such terminated or assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due, owing and payable to it hereunder at the time of such termination or assignment, from the assignee (to the extent of such outstanding principal and accrued interest and fees in the case of an assignment) or the Borrower (in the case of all other amounts) and (ii) in the case of an assignment due to payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. Section 2.17.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.12 , or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14 , then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.12 or 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. (b) If any Lender requests compensation under Section 2.12 , or if the Issuing Bank. The Borrower hereby agrees is required to pay all reasonable and documented costs and expenses incurred by any additional amount to any Lender or any Governmental Authority for the Issuing Bank account of any Lender pursuant to Section 2.14 , or if any Lender defaults in connection its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04 ), 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 (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such designation assignment resulting from a claim for compensation under Section 2.12 or assignment.payments required to be made pursuant to Section 2.14 , such assignment 36

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the any Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Company hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment and delegation. (b) If (i) any Lender has advised it is unlawful for it to extend credit to a Subsidiary under Section 2.04, (ii) any Lender requests compensation under Section 2.15, (iiiii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iiiiv) any Lender becomes a Defaulting Lender or (ivv) any Lender has failed to consent to a proposed waiver, amendment or other modification that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, where applicable, a majority in interest of the Lenders of the affected Class) shall have granted their consent, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assigneeand the other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent as a Lender of an affected Class, all its interests, rights and obligations under this Agreement and the other Loan Documents as a Lender of such affected Class) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment.); provided that (iA) the Company shall have received the prior written consent of the Administrative Agent and the Issuing Banks, which consent shall not unreasonably be withheld, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment is reasonably be expected to result in a future reduction in such 78

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.16, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.16 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.16, or does not consent to any proposed amendment, supplement, modification, consent, or waiver of this Agreement or any other Loan Document requested by the Borrower which requires the consent of all the Lenders (including such Lender’s consent) and which has been consented to by the Required Lenders, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), 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 (i) such assignment does not conflict with any Requirement of Law, (ii) the Borrower shall be liable to the assigning Lender under Section 2.18 if any Eurodollar Loan owing to such assigning Lender shall be purchased other than on the last day of the Interest Period relating thereto, (iii) until such time as such assignment shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.16 or 2.17(a), as the case may be, (iv) if the assignee is not already a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (v) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (vi) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments and (vii) any such assignment 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. No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.6; provided that if such replaced Lender does not comply with Section 10.6 within three Business Days after the Borrower’s request, compliance with Section 10.6 shall not be required to effect such assignment. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.11, or if the Borrower is required to pay any Non-Excluded Taxes or Other Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.11 or 2.162.12, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.11, (ii) Borrower is required to pay any Non-Excluded Taxes or Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 or (iii) any Lender becomes a Defaulting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender (without waiving any rights or claims against such Defaulting Lender with respect to the events pursuant to which it became a Defaulting Lender hereunder) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.1212.12), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.11 or 2.12) and obligations under the Loan Documents to a Lender that is not a Defaulting Lender (if a Lender accepts such assignment); provided that (i) Borrower shall have received the prior written consent of Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Lender accepting assignment (to the extent of such outstanding 41

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.12, or if the Borrower any Loan Party is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.162.14 (other than additional amounts arising from VAT that are recoverable from any Governmental Authority), then such Lender or shall (at the Issuing Bank, as request of the case may be, shall Company) use commercially reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Company hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.assignment and delegation within 30 days following the written request of such Xxxxxx (accompanied by reasonable back-up documentation relating thereto). (b) If (i) any Lender requests compensation under Section 2.12, is unable to make LIBOR Loans or CDOR Loans pursuant to Section 2.12(g) or is unable to make Loans pursuant to Section 2.12(h), (ii) any Loan Party is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 (other than additional amounts arising from VAT that are recoverable from any Governmental Authority), (iii) any Lender has become a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 10.02 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where Section 10.02 does not require the consent of the Required Lenders, a Majority in Interest of the Lenders of the affected Class) shall have granted their consent, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.14) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests, rights and obligations under this Agreement and the other Loan [[3851767]]

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the may make any Loans or each Issuing Bank will notify may issue Letters of Credit to the Borrower of through any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensationLending Office, provided that such Person the exercise of this option shall not be liable for affect the failure obligation of the Borrower to provide such noticerepay the Loans or Letters of Credit in accordance with the terms of this Agreement. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event that gives rise to the operation of Section 2.23, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans hereunder or Letters its participation in any Letter of Credit hereunder affected by such event, or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.16Section 2.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous in any material economic, legal or regulatory respect to, such Lender. (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) the Borrower are required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes or is a Defaulting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation), provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving Commitment is being assigned and delegated, each Issuing Bank), which consents, in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Issuing BankBorrower (in the case of all other amounts), (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any such assignment resulting from a claim for compensation under Section 2.15, payment required to be made pursuant to Section 2.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. The Borrower hereby agrees A Lender shall not be required to pay all reasonable make any such assignment and documented costs and expenses incurred delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the Issuing Bank in connection with any circumstances entitling the Borrower to require such designation or assignment.assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto. SECTION 2.20

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, if in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.02(b), the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "Non-Consenting Lender") whose consent is required shall not have been obtained, or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee (a "Replacement Lender") that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments and (iv) in the case of a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such terminated Lender was a Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.143.5, or if the a Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.6 (any such Lender, an “Affected Lender”), then such Affected Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of promptly designate a different one of its lending office for funding offices or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its officesoffices or branches, branches or affiliates, if, if (i) in the reasonable judgment of such Lender or the Issuing Bank, as applicableAffected Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 3.5 or 2.16Section 3.6, as applicable, or would eliminate the case may be, in the future illegality or impracticality of funding or maintaining Eurodollar Rate Loans and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject such Lender or Issuing Bank it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or the Issuing Bankit. The Borrower hereby agrees Borrowers agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any such Affected Lender or the Issuing Bank in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 3.5 or Section 3.6, as applicable, or to enable the Borrowers to obtain Eurodollar Rate Loans, then the Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 3.5 or Section 3.6, as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 3.5 or Section 3.6, as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain Eurodollar Rate Loans, may seek a substitute Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s Commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice107. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.23, then such Lender or (at the Issuing Bank, as request of the case may be, Borrower) shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans hereunder or Letters its participation in any Letter of Credit hereunder affected by such event, or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future future, and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not otherwise be disadvantageous to in any material economic, legal or regulatory respect to, such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. 108. If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraphs (a) of this Section or (iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such AMERICAS 107083989

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event that gives rise to the operation of Section 2.20, then such Lender or the Issuing Bankshall, as the case may beupon request, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17 or mitigate the applicability of Section 2.20, as the case may beapplicable, in the future and (ii) would not subject such Lender or Issuing Bank to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bankin any material respect. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.20, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) terminate the applicable Commitments of such Lender, and repay all Obligations of the Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date under one or more Facilities as the Borrower may elect or (y) require any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments owing as of such date pursuant to Sections 2.15 and 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that in the case of an assignment pursuant to the preceding clause (y), (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Banks), to the extent consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent, in each case, shall not unreasonably be withheld, delayed or conditioned, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15, payments required to be made pursuant to Section 2.17 or a 112 Doc#: US1:15347125v11

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.16, or if the Borrower is Borrowers are required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.16 or 2.162.18, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.; (b) If any Lender requests compensation under Section 2.16, 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 Section 2.18, or if any Lender becomes a Defaulting Lender, then the Borrowers may (i) at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 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) the Borrowers shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person If, with respect to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14Administrative Agent, an event or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then circumstance occurs that would entitle such Lender or the Issuing BankAdministrative Agent to exercise any of the rights or benefits afforded by Section 2.14 or 2.16(a), as such Lender or the case may beAdministrative Agent, promptly upon becoming aware of the same, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of take all steps as may be reasonably available (including designating a different lending office Applicable Lending Office for funding or booking its Loans hereunder or participating in Letters of Credit hereunder or the assignment of assigning its rights and obligations hereunder to another of its offices, branches or affiliatesfurnishing the proper certificates under any applicable tax laws, iftax treaties, conventions and governmental regulations to the extent that such certificates are legally available to such Lender or to the Administrative Agent) to eliminate or mitigate the effects of any event resulting in the judgment ability of such Lender or the Issuing BankAdministrative Agent to exercise rights under any of such Sections; provided that neither any Lender nor the Administrative Agent shall be under any obligation to take any step that, as applicablein its reasonable judgment, such designation or assignment would (i) would eliminate result in its incurring Additional Costs or reduce amounts payable pursuant Taxes in performing its obligations hereunder unless the Borrowers and the Account Parties have expressly agreed to reimburse it therefor or (ii) be materially disadvantageous to such Lender or to the Administrative Agent. Within 60 days after the occurrence of any event giving rise to any rights or benefits provided by Sections 2.14 and 2.16(a) in favor of any Lender or 2.16the Administrative Agent, such Lender or the Administrative Agent (i) will notify the Parent Borrower of such event or circumstance and (ii) provide the Parent Borrower with a certificate setting forth in reasonable detail (x) the event or circumstance giving rise to any benefit under Sections 2.14 and 2.16(a), (y) the effective date of, and the time period during which, compensation for any Additional Costs or Taxes are being claimed and (z) the determination of amount or amounts claimed thereby and detailed calculations with respect thereto; provided that, if such Lender or the Administrative Agent does not give the Parent Borrower such notice and certificate within the 60-day period set forth in this sentence, the relevant Borrower or the relevant Account Party (as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank shall be required to any unreimbursed cost or expense and would not otherwise be disadvantageous to indemnify such Lender or the Issuing BankAdministrative Agent only for such Additional Costs and Taxes as are attributable to the period from and after the first date as of which such notice and certificate have been received by the Parent Borrower. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Such Lender or the Issuing Bank Administrative Agent shall notify the Parent Borrower of any change in connection circumstances with respect to the event specified in the above-described notice and certificate as promptly as practicable after such Lender or the Administrative Agent obtains knowledge thereof. Such certificate shall be conclusive absent manifest error. Notwithstanding the foregoing, neither any Lender nor the Administrative Agent shall deliver the notice and certificate described in this paragraph (a) to the Parent Borrower in respect of any Additional Costs or Taxes unless it is then the general policy of such designation Lender or assignmentthe Administrative Agent to pursue similar rights and remedies in similar circumstances under comparable provisions of other credit agreements.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto. SECTION 2.20.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.07, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.09, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters portion of Credit the Loan hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.07 or 2.162.09, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. with and subject to the restrictions contained in Section 9.04), 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 (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, if such assignee is not already a Lender, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its share of the Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.07 or payments required to be made pursuant to Section 2.09, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each In the event (i) any Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to delivers a certificate requesting compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensationSection 2.13, provided that such Person shall not be liable for the failure to provide such notice. If (ii) any Lender or the Issuing Bank requests compensation under delivers a notice described in Section 2.14, or if (iii) the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the on account of any Lender pursuant to Section 2.162.19 or (iv) any Lender refuses to consent to any amendment, then waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, then, in each case, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(c)(iii)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee (other than an Ineligible Institution) that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under 2.13, 2.14 and 2.19 and, in the case of any such assignment occurring prior to the second anniversary of the Closing Date, the prepayment fee pursuant to Section 2.12(g) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.12(g), such amount to be payable by the Borrower)); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13, notice under Section 2.14 or the Issuing Bankamounts paid pursuant to Section 2.19, as the case may be, cease to cause such Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such Lender pursuant to Section 2.20(b)), or if such Lender shall use reasonable efforts waive its right to avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of its rights and obligations hereunder to another of its offices, branches or affiliates, if, claim further compensation under Section 2.13 in the judgment respect of such Lender circumstances or the Issuing Bank, as applicable, such designation event or assignment (i) would eliminate or reduce amounts payable pursuant to Sections shall withdraw its notice under Section 2.14 or 2.16shall waive its right to further payments under Section 2.19 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender 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, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred circumstances contemplated by any Lender or the Issuing Bank in connection with any such designation or assignmentthis Section 2.20(a).

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.23, or if the Borrower is Borrowers are required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.26, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable commercial judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.23 or 2.162.26, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.; provided, however, that the Borrowers shall not be liable for such costs and expenses of a Lender requesting compensation if (i) such Lender becomes a party to this Agreement on a date after the Closing Date and (ii) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto. (b) If any Lender requests compensation under Section 2.23, 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 Section 2.26, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.5), 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 (i) the Borrowers shall have received the prior written consent of the Administrative Agent, the Issuing Bank and Swingline Lender, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in unreimbursed drawings under Letters of Credit and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.23 or payments required to be made pursuant to Section 2.26, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. -57-

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender Lender, LC Issuer or the Issuing Bank Administrative Agent requests compensation under Section 2.142.06, or if the Borrower each Account Party is required to pay any additional amount to any such Person Lender, LC Issuer or the Administrative Agent or any Governmental Authority for the account of any Lender Lender, LC Issuer or the Administrative Agent pursuant to Section 2.162.06 or Section 2.12, then such Lender Lender, LC Issuer or the Issuing Bank, as the case may be, Administrative Agent shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for issuing or funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender Lender, LC Issuer or the Issuing Bank, as applicableAdministrative Agent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.06 or 2.162.12, as the case may be, in the future and (ii) would not subject such Lender Lender, LC Issuer or Issuing Bank the Administrative Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender Lender, LC Issuer or the Issuing BankAdministrative Agent. The Borrower Each Account Party hereby jointly and severally agrees to pay all reasonable and documented costs and expenses incurred by any Lender Lender, LC Issuer or the Issuing Bank Administrative Agent in connection with any such designation or assignment.. (b) If any Lender shall become a Defaulting Lender or requests compensation under Section 2.06, or if any Account Party is required to pay any additional amount to any Lender or LC Issuer or any Governmental Authority for the account of any Lender or LC Issuer pursuant to Section 2.06 or Section 2.12, then, in each case, the Company, at its sole expense and effort, shall have the right, if no Default or Event of Default then exists, to replace such Lender or LC Issuer (the “Replaced Lender”), with one or more Person or Persons (collectively, the “Replacement Lender”) reasonably acceptable to the Administrative Agent at which time the Replaced Lender shall assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to the Replacement Lender; provided that (i) at the time of any replacement pursuant to this Section 2.14, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment and Assumptions pursuant to Section 10.04(b) (and with all fees payable pursuant to said Section 10.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (B) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.11; (ii) all obligations of each Account Party under the Credit Documents owing to the Replaced Lender (other than

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this clause may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto. DB1/ 102580159.10 60

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the a Borrower is required to pay any additional amount to any such Person Lender or any Governmental Gov- ernmental Authority for the account of any Lender pursuant to Section 2.162.15, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.14 or 2.162.15, as the case may beapplicable, in the future fu- ture and (ii) would not subject such Lender (or Issuing Bank its parent companies) to any mate- rial unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bankin any material respect. The U.S. Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.14, or if a Borrower is required to pay any additional amount to any Lender or any Gov- ernmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender becomes a Non-Funding Lender, then such Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and sub- ject to the restrictions contained in Section 9.04), all its interests, rights and obli- gations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded by such Lender, if any, accrued interest thereon, accrued fees and all other amounts due and payable to it hereunder, from the assignee (to the extent of such outstanding principal or par- ticipation) or such Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a re- xxxx of a waiver by such Lender or otherwise, the circumstances entitling the ap- plicable Borrower to require such assignment and delegation cease to apply. SECTION 2.18 [Reserved].

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or (including the Issuing Administrative Agent, the Swing Line Bank and the Fronting Bank) requests compensation under Section 2.14, or if it becomes unlawful for any Lender (including the Administrative Agent, the Swing Line Bank and the Fronting Bank) to make or maintain Eurodollar Loans under Section 2.15, or if the Borrower is required to pay any additional amount to any such Person Lender, the Administrative Agent, the Swing Line Bank or the Fronting Bank or any Governmental Authority for the account of any Lender Lender, the Administrative Agent, the Swing Line Bank or the Fronting Bank pursuant to Section 2.162.20, then such Lender Lender, the Administrative Agent, the Swing Line Bank or the Issuing BankFronting Bank shall, as at the case may berequest of the Borrower, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or for the issuance of Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender Lender, the Administrative Agent, the Swing Line Bank or the Issuing Fronting Bank, as applicablethe case may be, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.14 or 2.162.20 or no longer make it unlawful for such Lender, the Administrative Agent, the Swing Line Bank or the Fronting Bank to make or maintain Eurodollar Loans under Section 2.15, as the case may be, in the future and (ii) would not subject such Lender Lender, the Administrative Agent, the Swing Line Bank or Issuing Bank the Fronting Bank, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender Lender, the Administrative Agent, the Swing Line Bank or the Issuing Fronting Bank, as the case may be. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender Lender, the Administrative Agent, the Swing Line Bank or the Issuing Fronting Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If (i) any Lender or the Issuing Bank requests compensation under Section 2.145.1., or if (ii) the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.10., (iii) any Lender is a Non-Consenting Lender, (iv) any Lender shall have given notice under Section 5.1.(c) or Section 5.3. of its inability to make or maintain as such any LIBOR Loan (provided that this clause (iv) shall not be applicable if the Requisite Lenders have given such notice) or (v) any Lender becomes a Defaulting Lender (any such Defaulting Lender and any Lender referred to in (i) through (iv) above being herein referred to as an “Affected Lender”), then the Borrower may, by giving written notice thereof to the Administrative Agent, such Affected Lender and the other Lenders, either (A) demand that such Affected Lender assign its entire interest in the Loan and all of its other interests, rights and obligations under this Agreement and the Loan Documents to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(c), in consideration of the applicable payments provided for in subsection (b) below, and upon such demand the Affected Lender shall promptly, assign its entire interest in the Loan and all of its other interests, rights and obligations under this Agreement and the Loan Documents to such Eligible Assignee, or (B) notwithstanding Section 3.2. or any other provision herein to contrary requiring the pro rata treatment of payments to the Lenders, repay the entire Outstanding Amount of the Loan held by such Affected Lender, together with all accrued interest thereon, whereupon such Affected Lender shall no longer be a party hereto. Upon any such assignment, the Affected Lender’s interest in the Loan and its rights hereunder (but not its liability in respect thereof or under the Loan Documents to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption Agreement, and shall pay to the Administrative Agent an assignment fee as provided in Section 13.6.(c). Notwithstanding the foregoing, an Affected Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the Issuing Bank, as circumstance entitling the Borrower to require such assignment and delegation cease to apply. In the case may be, shall use reasonable efforts of any such assignment resulting from a claim for compensation under Section 5.1. or payments required to avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable be made pursuant to Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise Section 3.10. it shall be disadvantageous a condition to such Lender assignment that such assignment will result in a reduction in such compensation or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignmentpayments.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.10 or gives notice regarding Regulatory Changes affecting LIBOR Loans under Section 2.11, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority Tribunal for the account of any Lender pursuant to Section 2.162.19, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of hereunder, assign its rights and obligations hereunder to another of its offices, branches or affiliates, or otherwise modify its practices relating to the Loans, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation designation, assignment or assignment modification (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.10 or 2.162.19 or eliminate any unlawfulness contemplated by Section 2.11 with respect to LIBOR Loans, as the case may be, in the future and (ii) would is not otherwise materially disadvantageous to such Lender. Exhibit 4.5e (b) If any Lender requests compensation under Section 2.10 or gives notice regarding Regulatory Changes affecting LIBOR Loans under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender or any Tribunal for the account of any Lender pursuant to Section 2.19, or if any Lender becomes a Defaulting Lender or if any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Paper that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Majority Lenders has been obtained), then the Borrower may, at its sole expense and effort (except in the case of a Defaulting Lender), upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.18), 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 (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or Issuing Bank otherwise, the circumstances entitling the Borrower to any unreimbursed cost or expense require such assignment and would delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this clause may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignmenta party thereto.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.143.7, or if the a Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.8 (any such Lender, an “Affected Lender”), then such Affected Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of promptly designate a different one of its lending office for funding offices or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its officesoffices or branches, branches or affiliates, if, if (i) in the reasonable judgment of such Lender or the Issuing Bank, as applicableAffected Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 3.7 or 2.16Section 3.8, as applicable, or would eliminate the case may be, in the future illegality or impracticality of funding or maintaining Eurodollar Rate Loans and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject such Lender or Issuing Bank it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or the Issuing Bankit. The Borrower hereby agrees Borrowers agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any such Affected Lender or the Issuing Bank in *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 3.7 or Section 3.8, as applicable, or to enable the Borrowers to obtain Eurodollar Rate Loans, then the Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 3.7 or Section 3.8, as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 3.7 or Section 3.8, as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain Eurodollar Rate Loans, may seek a substitute Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s Commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17(a) or (c) or any event gives rise to the operation of Section 2.25, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans hereunder or Letters its participation in any Letter of Credit hereunder affected by such event, or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17 or mitigate the applicability of Section 2.25, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.25, (ii) the Issuing Bank. The Borrower hereby agrees is required to pay all reasonable and documented costs and expenses incurred by any amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a -85- Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving Commitment is being assigned and delegated, each Issuing Bank to the extent such consent would be required under Section 9.04(b) for an assignment of Revolving Loans or Revolving Commitments), which consents, in connection with each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any such designation assignment resulting from a claim for compensation under Section 2.15, or assignment.payments required to be made pursuant to Section 2.17 or a notice given under Section 2.25, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto. Section 2.20

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then, in each case, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) to the extent required under Section 9.04, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing BankBanks), 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 Loans and funded participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest 56

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.11, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.11 or 2.162.13, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. If (i) any Lender requests compensation under Section 2.11 or (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 or (iii) if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or shall (at the Issuing Bank, as the case may be, shall request of any Borrower) use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future future, and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Each Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.15, or if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 and, in each case, such Lender has failed to or is unable to designate a different Lending Office in accordance with Section 2.19(a), or if any Lender is a Defaulting Lender or Non-Consenting Lender, then such Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consent required by, Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to -61-

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.11, or if the a Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13 (including any additional withholding tax or VAT payable by the Borrowers as a result of a change in any Lender’s qualified, registered and/or accredited status with the Central Bank of El Salvador (Banco Central de Reserva de El Salvador), the Superintendence of Banks and Other Financial Institutions (Superintendencia de Bancos y de Otras Instituciones Financieras) of Nicaragua or any other applicable Governmental Authority following the date such Lender became a party hereto), then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.11 or 2.16Section 2.13, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.11, or (ii) if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 (including any additional withholding tax or VAT payable by the Borrowers as a result of a change in any Lender’s qualified, registered and/or accredited status with the Central Bank of El Salvador (Banco Central de Reserva de El Salvador), the Superintendence of Banks and Other Financial Institutions (Superintendencia de Bancos y de Otras Instituciones Financieras) of Nicaragua or any other applicable Governmental Authority following the date such Lender became a party hereto), or (iii) if any Lender becomes Defaulting Lender, or (iv) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 11.02, requires the

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. (x) If any Lender or the Issuing Bank requests compensation under Section 2.142.13, or (y) if the Borrower any Loan Party is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15 or (z) if any Lender exercises its rights under Section 2.18, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.13 or 2.162.15, as the case may beapplicable, in the future future, or would eliminate such Lender’s need to exercise its rights under Section 2.18, and (ii) would not subject such Lender or Issuing Bank to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bankin any material respect. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.13, or if any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender is a Defaulting Lender, or if any Lender exercises its rights under Section 2.18, then the Borrower may, at the Borrower’s sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.11, or if the Borrower is required to pay any Non-Excluded Taxes or Other Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.11 or 2.162.12, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.11, (ii) Borrower is required to pay any Non-Excluded Taxes or Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 or (iii) any Lender becomes a Defaulting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender (without waiving any rights or claims against such Defaulting Lender with respect to the events pursuant to which it became a Defaulting Lender hereunder) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.12), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.11 or 2.12) and obligations under the Loan Documents to a Lender that is not a Defaulting Lender (if a Lender accepts such assignment); provided that (i) Borrower shall have received the prior written consent of Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. SECTION 2.20.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is or the Loan Guarantors are required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender (or any Governmental Authority for the account of any Lender Lender) pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.). (b) If (i) any Lender requests compensation under Section 2.15, (ii) any Lender fails to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, (iii) the Borrower or the Loan Guarantors are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender) pursuant to Section 2.17, or (iv) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the If, with respect to any Lender, any Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14Administrative Agent, an event or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then circumstance occurs that would entitle such Lender or Issuing Bank or the Administrative Agent to exercise any of the rights or benefits afforded by Section 2.14 or 2.16(a), such Lender or Issuing BankBank or the Administrative Agent, as promptly upon becoming aware of the case may besame, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of take all steps as may be reasonably available (including designating a different lending office Applicable Lending Office for funding or booking its Loans hereunder or participating in Letters of Credit hereunder or the assignment of assigning its rights and obligations hereunder to another of its offices, branches or affiliatesfurnishing the proper certificates under any applicable Tax laws, ifTax treaties, conventions and governmental regulations to the extent that such certificates are legally available to such Lender, Issuing Bank or Administrative Agent) to eliminate or mitigate the effects of any event resulting in the judgment ability of such Lender or the Administrative Agent to exercise rights under any of such Sections; provided that none of any Lender, any Issuing BankBank or Administrative Agent shall be under any obligation to take any step that, as applicablein its reasonable judgment, such designation or assignment would (i) would eliminate result in its incurring Additional Costs or reduce amounts payable pursuant Taxes in performing its obligations hereunder unless the Borrowers and the Account Parties have expressly agreed to reimburse it therefor or (ii) be materially disadvantageous to such Lender, Issuing Bank or Administrative Agent. Within 60 days after the occurrence of any event giving rise to any rights or benefits provided by Sections 2.14 and 2.16(a) in favor of any Lender, Issuing Bank or 2.16Administrative Agent, such Lender or Issuing Bank or the Administrative Agent (i) will notify the Parent Borrower of such event or circumstance and (ii) provide the Parent Borrower with a certificate setting forth in reasonable detail (x) the event or circumstance giving rise to any benefit under Sections 2.14 and 2.16(a), (y) the effective date of, and the time period during which, compensation for any Additional Costs or Taxes are being claimed and (z) the determination of amount or amounts claimed thereby and detailed calculations with respect thereto; provided that, if such Lender or Issuing Bank or the Administrative Agent does not give the Parent Borrower such notice and certificate within the 60-day period set forth in this sentence, the relevant Borrower or the relevant Account Party (as the case may be, in the future and (ii) would not subject shall be required to indemnify such Lender or Issuing Bank or the Administrative Agent only for such Additional Costs and Taxes as are attributable to the period from and after the first date as of which such notice and certificate have been received by the Parent Borrower. Such Lender or Issuing Bank or the Administrative Agent shall notify the Parent Borrower of any unreimbursed cost or expense change in circumstances with respect to the event specified in the above-described notice and would not otherwise be disadvantageous to certificate as promptly as practicable after such Lender or Issuing Bank or the Administrative Agent obtains knowledge thereof. Such certificate shall be presumptively correct absent manifest error. Notwithstanding the foregoing, none of any Lender, any Issuing Bank. The Bank or the Administrative Agent shall deliver the notice and certificate described in this paragraph (a) to the Parent Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by in respect of any Additional Costs or Taxes unless it is then the general policy of such Lender or the Issuing Bank or the Administrative Agent to pursue similar rights and remedies in connection with any such designation or assignmentsimilar circumstances under comparable provisions of other credit agreements.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a 56

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Non-Extending Lender pursuant to Section 2.22 or a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under the Financing Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank and Swingline Lenders), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. If (w) any Lender requests compensation under Section 2.14, or (x) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or (y) any Lender becomes Defaulting Lender, or (z) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 9.02, requires the consent of all Lenders, each Lender affected thereby or Supermajority Lenders and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.05), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 or 2.16) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, each Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments, and (iv) in the case of any such assignment resulting from a Lender’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15 , or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 , then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17 , as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.15 , (ii) any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04 ), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17 ) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17 , such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by 77

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.12, or if the Term Facility Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Term Facility 42 Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.12, or if the Term Facility Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender defaults in its obligation to fund Loans hereunder or is otherwise a Defaulting Lender, or if any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.02 or any other provision of any Loan Document requires the consent of all or all affected Lenders and with respect to which the Required Lenders shall have granted their consent, then the Term Facility Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 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 (i) the Term Facility Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued 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 Term Facility Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any such assignment and delegation resulting from any Lender becoming a Non-Extending Lender pursuant to Section 2.19, the assignee shall be an Additional Lender and, upon the effectiveness of any such assignment and delegation, such assignee shall be deemed to have consented to the extension of the Maturity Date requested in the relevant Extension Request (and, if such assignment and delegation shall become effective after the relevant Extension Date, the Maturity Date with respect to such Additional Lender (insofar as relating to the interests, rights and obligations under this Agreement and the related Loan Documents so assigned and delegated) shall automatically extend to the date specified in the relevant Extension Request. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Term Facility Borrower to require such assignment and delegation cease to apply SECTION 2.17

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.16Section 2.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower or the Co-Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event that gives rise to the operation of Section 2.20, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17 or mitigate the applicability of Section 2.20, as the case may beapplicable, in the future and (ii) would not subject such Lender or Issuing Bank to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bankin any material respect. The Borrower and the Co-Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.20, (ii) the Borrower or the Co-Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 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 (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Bank), to the extent consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent, in each case, shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower or the Co-Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15, payments required to be made pursuant to Section 2.17 or a notice given under Section 2.20, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, 104 Doc#: US1:18059326v3 provided, that if such removed Lender does not comply with Section 9.04

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 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 (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 28

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.23, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans hereunder or Letters its participation in any Letter of Credit hereunder affected by such event, or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous in any material economic, legal or regulatory respect to, such Lender. (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) the Borrower is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender is or becomes a Disqualified Lender or (iv) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the First Lien Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.17) and obligations under this Agreement and the other First Lien Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of the First Lien Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving Commitment is being assigned and delegated, each Issuing Bank and each Swingline Lender), which consents, in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Issuing BankBorrower (in the case of all other amounts), (C) the Borrower or such assignee shall have paid (unless waived) to the First Lien Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any such assignment resulting from a claim for compensation under Section 2.15, or payments required to be made pursuant to Section 2.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. The Borrower hereby agrees A Lender shall not be required to pay all reasonable make any such assignment and documented costs and expenses incurred delegation if, prior thereto, as a result of a waiver by any such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the Issuing Bank in connection with any circumstances entitling the Borrower to require such designation or assignment.assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an -108- [EMEA_ACTIVE 302040156_13]

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the a Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Each Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. NAI-1539367892v12 If (i) any Lender requests compensation under Section 2.15, or (ii) if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes Defaulting Lender, or (iv) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 10.02, requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, or (v) any Lender constitutes a Non-Extending Lender, then such Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or such Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, and (iv) in the case of any such assignment resulting from a Xxxxxx’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each In the event (i) any Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to delivers a certificate requesting compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensationSection 2.13, provided that such Person shall not be liable for the failure to provide such notice. If (ii) any Lender or the Issuing Bank requests compensation under delivers a notice described in Section 2.14, or if (iii) the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the on account of any Lender pursuant to Section 2.16, then 2.19 or (iv) any Lender refuses to consent to any amendment (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, then, in each case, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(c)(iii)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee (other than an Ineligible Institution) that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under 2.13, 2.14 and 2.19 and, in the case of any such assignment occurring prior to the second anniversary of the Closing Date, the prepayment fee pursuant to Section 2.12(g) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.12(g), such amount to be payable by the Borrower)); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13, notice under Section 2.14 or the Issuing Bankamounts paid pursuant to Section 2.19, as the case may be, cease to cause such Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a result of any action taken by such Lender pursuant to Section 2.20(b)), or if such Lender shall use reasonable efforts waive its right to avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of its rights and obligations hereunder to another of its offices, branches or affiliates, if, claim further compensation under Section 2.13 in the judgment respect of such Lender circumstances or the Issuing Bank, as applicable, such designation event or assignment (i) would eliminate or reduce amounts payable pursuant to Sections shall withdraw its notice under Section 2.14 or 2.16shall waive its right to further payments under Section 2.19 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender 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, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred circumstances contemplated by any Lender or the Issuing Bank in connection with any such designation or assignmentthis Section 2.20(a).

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the any Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.). (b) If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender) pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 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 (i) the Borrowers shall have received the prior written consent of the Agents and the Ex-Im Revolving Lender (and the applicable Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in unreimbursed LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Section 2.20

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower Designation of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such noticea Different Lending Office. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if requires the Borrower is required Borrowers to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.assignment and delegation. (b) Replacement of Lenders. If (i) any Lender requests compensation under Section 2.15, (ii) the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender has become a Defaulting Lender, (iv) any Lender has become a Non-Extending Lender or (v) any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of such Lender or each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders -45-

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.12, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender or the Issuing Bank, as the case may be, shall use commercially reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment and delegation. (b) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, (iii) any Lender has become a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 8.02 requires the consent of all the Lenders (or all the affected Lenders or the Supermajority Lenders) and with respect to which the Required Lenders shall have granted their consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 8.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.14) and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and accrued interest thereon, accrued fees and all other amounts payable to it hereunder (if applicable, in each case only to the extent such amounts relate to its interest as a Lender) from the assignee (in the case of such principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law and (E) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.13, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, or to file any certificate or document reasonably requested by the Borrower, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment or filing (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.13 or 2.162.15, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. A Lender shall not be required to pay any fee to the Administrative Agent in connection with such assignment and delegation (any such fee to be paid by the Borrower or the assignee). III

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender (i) requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, (ii) is or becomes a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of all affected Lenders and with respect to which the Required Lenders shall have granted their consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 or 2.15) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lenders), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto. 53

Mitigation Obligations; Replacement of Lenders. (a1) Each Lender and the Issuing Bank will notify the Borrower of If any event occurring after the date of this Agreement which will entitle such Person Lender’s obligation to compensation make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, is suspended pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensationSection 2.13, provided that such Person shall not be liable for the failure to provide such notice. If if any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would reinstate such Lender’s obligations to make, continue or convert Eurodollar Borrowings, or eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses actually incurred by any Lender or the Issuing Bank in connection with any such designation or assignmentassignment so long as the Borrower received prior notice of the making of such designation or assignment and the Administrative Agent, the Issuing Bank and the Swingline Lender did not previously reject a request by the Borrower to replace such Lender pursuant to this Section 2.18.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender (or the Issuing Bank its Affiliate) requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any such Person Lender (or its Affiliate) or any Governmental Authority for the account of any Lender (or its Affiliate) pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender (or Issuing Bank its Affiliate) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (or the Issuing Bankits Affiliate). The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender (or the Issuing Bank its Affiliate) in connection with any such designation or assignment. (b)If any Lender (or its Affiliate) requests compensation under Section 2.15 or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender (or its Affiliate) or any Governmental Authority for the account of any Lender (or its Affiliate) pursuant to Section 2.17 or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment is made in accordance with the terms of Section 9.04, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. SECTION 2.20.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower Designation of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such noticea Different Lending Office. If any Lender or the Issuing Bank requests compensation under Section 2.143.04, or if the any Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.01, or if any Lender gives a notice pursuant to Section 3.02, or if the Company notifies any Lender that it reasonably believes that any of the foregoing events are imminent, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 3.01 or 2.163.04(a)(ii), as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Borrower Company hereby agrees to pay (or to cause the applicable Designated Borrower to pay) all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. Upon the request of the Company, the Administrative Agent and the Lenders shall consider a request to amend this Agreement to create a separate tranche of Lenders to provide credit to a Designated Borrower if, in the good faith judgment of the Administrative Agent and the Lenders, such amendment would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04(a)(ii), as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02. The Company hereby agrees to pay (or to cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by the Administrative Agent or any Lender in connection with any such amendment.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation requestscompensation under Section 2.142.12, or if the Borrower is required to pay any additional amount Indemnified Taxes oradditional amounts to any such Person Lender or to any Governmental Authority for the account of any Lender pursuant Lenderpursuant to Section 2.162.14, then such Lender or shall (at the Issuing Bank, as request of the case may be, shall Borrower) use reasonable commerciallyreasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of toassign and delegate its rights and obligations hereunder to another of its offices, branches or affiliates, Affiliates if, ,in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce orreduce amounts payable pursuant to Sections 2.14 Section 2.12 or 2.162.14, as the case may be, in the future and (ii) would not wouldnot subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous bedisadvantageous to such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred expensesincurred by any Lender or the Issuing Bank in connection with any such designation or assignment.assignment and delegation within 10days following request of such Lender (accompanied by reasonable (to the extent practicable) back-updocumentation relating thereto).(b) If (i) any Lender requests compensation under Section 2.12, (ii) any Lender delivers a noticeunder Section 2.12(e), (iii) the Borrower is required to pay any Indemnified Taxes or additional amountsto any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14,(iv) any Lender has become a Defaulting Lender, (v) any Lender has failed to consent to a proposedamendment, waiver, discharge or termination that under Section 9.02 requires the consent of all theLenders (or all or the majority of the affected Lenders) and with respect to which the Required Lendersshall have granted their consent, or (vi) in connection with the replacement of any non-Accepting Lender,then the Borrower may, at its sole expense and effort, upon notice to such Lender and the AdministrativeAgent, either (i) require such Lender to assign and delegate, without recourse (in accordance with andsubject to the restrictions contained in Section 9.04), it being understood that the processing andrecordation fee referred to in such Section shall be paid by the Borrower or the assignee (and the assignorLender shall not be responsible therefor), all its interests, rights (other than its existing rights to paymentspursuant to Section 2.12 or 2.14) and obligations under this Agreement and the other Loan Documents(or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all itsinterests, rights and obligations under this Agreement and the other Loan Documents as a Lender) to anEligible Assignee that shall assume such obligations (which may be another Lender, if a Lender xxxxxxx00

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the any Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office Lending Office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing BankLender. The Parent Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.. (b) If any Lender requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender or an Affected Lender or if any Lender becomes a Non-Consenting Lender, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower shall have received the prior written consent of the Administrative Agent (and if a Global Tranche Revolving Commitment or LC Exposure or Swingline Exposure, as applicable, is being assigned, each Issuing Bank and the Swingline Lender, as applicable), 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 Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Parent Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto. SECTION 2.19

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.23, then such Lender or (at the Issuing Bank, as request of the case may be, Borrower) shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans hereunder or Letters its participation in any Letter of Credit hereunder affected by such event, or the assignment of to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 Section 2.15 or 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future future, and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not otherwise be disadvantageous to in any material economic, legal or regulatory respect to, such Lender or the Issuing BankLender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraphs (a) of this Section or (iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving Commitment is being assigned and delegated, each Issuing Bank and the Swing Line Lender), which consents, in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements and Swing Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any such assignment resulting from a claim for compensation under Section 2.15, or payments required to be made pursuant to Section 2.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14SECTION 2.14 or cannot make Revolving Credit Loans under SECTION 2.11,2.11, or if the Borrower is Borrowers are required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16SECTION 2.23,2.23, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Revolving Credit Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections SECTION 2.14 or 2.16SECTION 2.23,2.23, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bankexpense. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment; provided, however, that the Borrowers shall not be liable for such costs and expenses of a Lender requesting compensation if (i) such Lender becomes a party to this Agreement on a date after the FirstSecond Amendment Effective Date and (ii) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto. If any Lender becomes the subject of a Bail-In Action, requests compensation under SECTION 2.14 or cannot make Revolving Credit Loans under SECTION 2.11 for thirty (30) consecutive days, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to SECTION 2.23,2.23, or if any Lender is a Defaulting Lender or otherwise defaults in its obligation to fund Revolving Credit Loans hereunder, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in SECTIONSection 9.04), 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, however, that (i) the Lead Borrower shall have received the prior written consent of the Administrative Agent, the Issuing Banks and the Swingline Lender, which consent shall not be unreasonably withheld, delayed or conditioned (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and participations in unreimbursed drawings under Letters of Credit and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all 103 DB1/ 98023701.7 other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under SECTION 2.14 or payments required to be made pursuant to SECTION 2.23,2.23, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Mitigation Obligations; Replacement of Lenders. (ai) Each Lender and the Issuing Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any such Person Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender or the Issuing Bank, as the case may be, shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or the assignment of to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender or the Issuing Bank, as applicableLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bankin such Lender’s good faith judgment. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement (other than, at the election of such Lender, any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than, at the election of such Lender, Competitive Loans, as to which such Lender will continue to have all of its rights hereunder) and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.