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

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, 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, such designation, assignment, filing or other measures (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in Each Lender may designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates; provided that the exercise of this Section 2.18 option shall not affect or postpone any of the obligations of the Borrower or to repay the rights Loan in accordance with the terms of any Lender pursuant to Section 2.14 or 2.16this Agreement.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 good faith judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 Any Lender claiming reimbursement of such costs and expenses shall affect or postpone any of the obligations of deliver to the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16a certificate setting forth such costs and expenses in reasonable detail which shall be conclusive absent manifest error.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender 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 2.12 and 2.14 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 requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender shall use reasonable efforts to designate avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans hereunder, to assign hereunder or the assignment of 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender 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 requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans hereunder, to assign hereunder or the assignment of 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or the Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to indemnify or pay any additional amount to any Lender under Section 2.14 or to any Lender the Issuing Bank or any Governmental Authority for the account of any Lender or the Issuing Bank pursuant to Section 2.16, then such Lender or the Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or issuing Letters of Credit hereunder or 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 reasonable judgment of such LenderLender or the Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as applicable, in the case may be, future and (ii) would not subject such Lender or the Issuing Bank to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or the Issuing Bank in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder, hereunder or 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 good faith judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 Any Lender claiming reimbursement of such costs and expenses shall affect or postpone any of the obligations of deliver to the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16a certificate setting forth such costs and expenses in reasonable detail which shall be conclusive absent manifest error.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender may make any Loans or each Issuing Bank may issue Letters of Credit to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Loans or Letters of Credit in accordance with the terms of this Agreement. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any 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 shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16Section 2.17 or mitigate the applicability of Section 2.23, as the case may be, and (ii) would not subject such Lender 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 to in any material economic, legal or regulatory respect to, such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.12, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender, provided that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.10 or 2.12. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender may make any Loans or each Issuing Bank may issue Letters of Credit to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Loans or Letters of Credit in accordance with the terms of this Agreement. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 to, or to otherwise indemnify, any 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 shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16Section 2.17 or mitigate the applicability of Section 2.23, as the case may be, and (ii) would not subject such Lender 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 to in any material economic, legal or regulatory respect to, such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.19, or if the Borrower is Borrowers are required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall (at the request of the Borrower Representative) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, to file any certificate if such designation or document reasonably requested by the Borrower or to take other reasonable measures, if, assignment in the reasonable judgment of such Lender, such designation, assignment, filing or other measures (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as applicable, in the future or mitigate the impact of Section 2.19, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the any Lender requests compensation under Section 2.17, or if any Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amount to any Lender under Section 2.14 or to any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.162.19, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or Letters of Credit hereunder or 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 reasonable judgment of such LenderLender or Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.17 or 2.162.19, 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 cause material economic, legal or regulatory disadvantage to such LenderLender or Issuing Bank. The Each applicable Borrower hereby agrees to pay all reasonable and documented (in reasonable detail) out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the (x) any Lender requests compensation under Section 2.12, or if any Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15 (other than in respect of the original Lenders set forth on Schedule 2.01 as of the Effective Date and their respective Affiliates and Approved Funds), or (y) any Lender provides notice of the occurrence of an Illegality in accordance with Section 2.13, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.15, as the case may be, in the future (or eliminate such Illegality in the case of (y) above) and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower Company is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender shall (at the request of the Company) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or to assign and delegate 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, Affiliates if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any assignment and delegation within 10 days following request of such Lender (accompanied by reasonable (to the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16extent practicable) back-up documentation relating thereto).

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 good faith judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 Any Lender claiming reimbursement of such costs and expenses shall affect or postpone any of the obligations of deliver to the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16a certificate setting forth such costs and expenses in reasonable detail which shall be conclusive absent manifest error.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under SECTION 2.14 or cannot make LIBO Loans under SECTION 2.11, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16SECTION 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder, hereunder or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section SECTION 2.14 or 2.16SECTION 2.23, as the case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lenderexpense. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of ; provided, however, that the Borrower or 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 rights of any Closing Date and (ii) the relevant Change in Law occurs on a date prior to the date such Lender pursuant to Section 2.14 or 2.16becomes a party hereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (including any Issuing Bank) requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to (including any Lender Issuing Bank) or any Governmental Authority for the account of any Lender (including any Issuing Bank) pursuant to Section 2.162.17, then such Lender (including such Issuing Bank) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, (or issuing its Letters of Credit) hereunder or 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 reasonable judgment of such LenderLender (including such Issuing Bank), such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender (including such Issuing Bank) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender (including such Issuing Bank). The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender (including any Issuing Bank) in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

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 Lender under Section 2.14 or to any Lender such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender or the Issuing Bank shall use reasonable efforts to designate avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans hereunder, to assign and Letters of Credit hereunder or the assignment of 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 LenderLender or the Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or the Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender 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. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall promptly use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment, provided such costs and expenses do not exceed the amount so eliminated or reduced. Nothing in this Section 2.18 Such Lender shall affect or postpone any of the obligations of keep the Borrower advised of all such efforts to designate a different lending office or the to assign its rights of any Lender pursuant to Section 2.14 or 2.16and obligations hereunder.

Mitigation Obligations; Replacement of Lenders. (a) If the any Applicable Lender requests compensation under Section 2.15, or if any Borrower within a Borrower Group is required to pay any additional amount to any Lender under Section 2.14 or to any Applicable Lender or any Governmental Authority for the account of any Applicable Lender pursuant to Section 2.162.17, then such Applicable Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, to the Borrowers within such Borrower Group hereunder or 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 reasonable judgment of such Applicable Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the case may be, future and (ii) would not subject such Applicable Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderApplicable Lender in any material respect. The Borrowers within the applicable Borrower Group hereby agrees agree to pay all reasonable costs and expenses incurred by any Applicable Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender under Section 2.14 or to Lender, any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.162.17, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 LenderLender or such Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or such Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or such Issuing Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans or BA Rate Loans, as applicable, pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower in respect of the relevant obligations hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.16 or as a result of any Lender’s assignment to an Affiliate of such Lender or an Approved Fund pursuant to Section 9.04(b), or if any Lender is an Affected Lender, then such Lender shall shall, upon the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, to file any certificate if such designation or document reasonably requested by the Borrower or to take other reasonable measures, if, in the judgment of such Lender, such designation, assignment, filing or other measures assignment (i) would be reasonably expected to eliminate or reduce amounts payable pursuant to Section Sections 2.14 or 2.162.16 in the future or result in such Lender or its assignee, as the case may beapplicable, not being an Affected Lender; and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender and each Issuing Bank shall use reasonable efforts to avoid the imposition of any Taxes or other increased amounts for which the Borrower is required to pay additional amounts pursuant to Section 2.14 or Section 2.16; provided, however, that such efforts shall not require the Lender or any Issuing Banks to incur any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under SECTION 2.14 or cannot make LIBO Loans under SECTION 2.11, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16SECTION 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder, hereunder or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section SECTION 2.14 or 2.16SECTION 2.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lenderexpense. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of ; provided, however, that the Borrower or 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 rights of any Closing Date and (ii) the relevant Change in Law occurs on a date prior to the date such Lender pursuant to Section 2.14 or 2.16becomes a party hereto.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate 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, Affiliates if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not otherwise be disadvantageous in any material economic, legal or regulatory respect to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16assignment and delegation.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender 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 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 requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender shall use reasonable efforts to designate avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans hereunder, to assign hereunder or the assignment of 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or determines it can no longer make or maintain Term Benchmark Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or the Issuing Bank requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender under Section 2.14 or to any Lender Lender, the Issuing Bank or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank, as applicable, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderLoans, LC Disbursements or participations in LC Disbursements (as applicable) hereunder or 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 LenderLender or the Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, 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 materially disadvantageous to such LenderLender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or requires the Borrower is required to pay any additional amount to any Lender under Section 2.14 Indemnified Taxes or Additional Amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then such Lender shall (at the request of Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, Advances hereunder or 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.16Section 2.13, as the case may be, in the future, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; provided that no such assignment shall be effected if the assignee is not a Qualified Purchaser. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.16 or as a result of any Lender's assignment to an Affiliate of such Lender or an Approved Fund pursuant to Section 9.04(b), or if any Lender is an Affected Lender, then such Lender shall shall, upon the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, to file any certificate if such designation or document reasonably requested by the Borrower or to take other reasonable measures, if, in the judgment of such Lender, such designation, assignment, filing or other measures assignment (i) would be reasonably expected to eliminate or reduce amounts payable pursuant to Section Sections 2.14 or 2.162.16 in the future or result in such Lender or its assignee, as the case may beapplicable, not being an Affected Lender; and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower is Co-Borrowers are required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, 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 either Co-Borrower or to take other reasonable measures, if, in the judgment of such Lender, such designation, assignment, filing or other measures (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Co-Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower Co-Borrowers or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or the Issuing Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any the Issuing Lender or any Governmental Authority for the account of any Lender or the Issuing Lender pursuant to Section 2.162.17, then such Lender or the Issuing Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit hereunder, or 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 measuresAffiliates, if, in the judgment of such Lender or the Issuing Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or the Issuing Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower is required to pay any additional amount to any Lender requests an adjustment to the LIBOR Rate under Section 2.13(d)(i), determines that is unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans pursuant to Section 2.13(d)(ii), requests compensation under Section 2.14 or to any Lender requests additional amounts or any Governmental Authority for the account of any Lender pursuant to requires indemnification under Section 2.1616(a), then such Lender shall use reasonable efforts to file any certificate or document reasonably requested by Administrative Borrower or to designate a different lending office for funding or booking its Loans hereunder, loans made hereunder or to assign its rights and obligations hereunder to another of its offices, branches offices or affiliates, to file any certificate or document reasonably requested by the Borrower or to take other reasonable measuresbranches, if, in the judgment of such Lender, such designationfiling, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section Sections 2.14 or 2.1616(a), as would eliminate or reduce the case may be, adjustment under Section 2.13(d)(i) or would eliminate the condition under Section 2.13(d)(ii) in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing, designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, to file any certificate or document reasonably requested by the Borrower or to take other reasonable measures, if, in the reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain Eurocurrency Rate Loans pursuant to Section 2.20, or the Lead Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Lead Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Top Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the any Lender requests compensation under Section 2.14, or if a Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or to any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.16, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or Letters of Credit hereunder or 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 reasonable judgment of such LenderLender or Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous cause economic, legal or regulatory disadvantage to such LenderLender or Issuing Bank. The applicable Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the any Lender requests compensation under Section 2.14 or indicates pursuant to Section 2.14(e) that it is unlawful to make Loans to any European Borrower, or if any Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then upon request of any Borrower such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 good faith judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company or any European Borrower, as applicable, hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing Any Lender claiming reimbursement of such costs and expenses shall deliver to the Company or such European Borrower, as applicable, a certificate setting forth such costs and expenses in this Section 2.18 reasonable detail which shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16be conclusive absent manifest error.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender 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 2.10 and 2.12 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 requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, then such Lender shall use reasonable efforts to designate avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans hereunder, to assign hereunder or the assignment of 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.12, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests any payments under Section 2.15, if it becomes illegal for any Lender to continue to fund or make any LIBOR Loan and such Lender notifies the Borrower pursuant to Section 2.10, or if the Borrower is required to pay Indemnified Taxes or any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or to assign and delegate 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16assignment and delegation.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender, Issuing Lender or any Governmental Authority for the account of any Lender or Issuing Lender pursuant to Section 2.16, then such Lender or Issuing Lender (as the case may be) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or issuing its Letters of Credit hereunder or 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 reasonable judgment of such Lender or Issuing Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Lender. The Borrower hereby agrees to shall pay all reasonable costs and expenses incurred by any Lender or Issuing Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to the Administrative Agent, any Lender under Section 2.14 Issuing Bank or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then the Administrative Agent, such Issuing Bank or such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 the Administrative Agent, such Issuing Bank or such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject the Administrative Agent, such Issuing Bank or such Lender to any unreimbursed cost or expense and would not be inconsistent with its reasonable internal policies or otherwise be disadvantageous to the Administrative Agent, such Issuing Bank or such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Administrative Agent, any Issuing Bank or any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under ‎Section 2.15 or such Lender determines it can no longer make or maintain Adjusted Term SOFR Rate Loans pursuant to ‎Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16‎Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 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, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Each applicable Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 good faith judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.12, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense that such Lender deems material and would not otherwise be be, in the reasonable judgment of such Lender, materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to promptly designate a different lending office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing or other measures (i) such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 2.15 or 2.162.17, as the case may be, and in the future, (ii) such designation or assignment would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender and (iii) the costs and expenses likely to be incurred by such Lender in connection with such designation or assignment will not exceed the amounts payable pursuant to Sections 2.15 or 2.17 that are sought to be eliminated or reduced. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, or if the Parent Borrower or the Co-Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15 or any event that gives rise to the operation of Section 2.18, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder, hereunder or 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 measuresAffiliates, if, in the reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.162.15 or mitigate the applicability of Section 2.18, as applicable, in the case may be, future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Parent Borrower and the Co-Borrower hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower (i) any Lender or Issuing Bank requests compensation under Section 2.14, (ii) any Lender gives notice pursuant to Section 2.19 or (iii) any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or Issuing Bank or to any Lender or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.16, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending or issuing office for funding funding, booking or booking issuing its Loans hereunderor Letters of Credit hereunder or its participation in any Letter of Credit affected by such event, or 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 measuresAffiliates, if, in the reasonable judgment of such LenderLender or Issuing Bank, such designation, assignment, filing designation or other measures assignment (iA) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as applicable, in the future or mitigate the impact of Section 2.19, as the case may be, and (iiB) would not subject such Lender or Issuing Bank to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender or Issuing Bank in any material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Each Lender shall use reasonable efforts to avoid the imposition of any Taxes or other increased amounts for which the Borrower is required to pay additional amounts pursuant to Section 2.14 or Section 2.16; provided, however, that such efforts shall not require the Lender to incur any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) 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 Lender under Section 2.14 or to any Lender the Issuing Bank or any Governmental Authority for the account of any Lender or the Issuing Bank pursuant to Section 2.16, then such Lender or the Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or issuing Letters of Credit hereunder or 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 reasonable judgment of such LenderLender or the Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as applicable, in the case may be, future and (ii) would not subject such Lender or the Issuing Bank to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or the Issuing Bank in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (aa)If any Lender (including any Issuing Bank) If the requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender under Section 2.14 or to (including any Lender Issuing Bank) or any Governmental Authority for the account of any Lender (including any Issuing Bank) pursuant to Section 2.162.17, then such Lender (including such Issuing Bank) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, (or issuing its Letters of Credit) hereunder or 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 reasonable judgment of such LenderLender (including such Issuing Bank), such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender (including such Issuing Bank) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender (including such Issuing Bank). The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender (including any Issuing Bank) in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to Lender, any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.162.17, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 LenderLender or such Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or such Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or such Issuing Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or determines that it can no longer make or maintain Adjusted Term SOFR Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower in respect of the relevant obligations hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.112

Mitigation Obligations; Replacement of Lenders. (a) If Each Lender may make any extension of credit to the Borrower is required through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay such extension of credit in accordance with the terms of this Agreement. If any Lender requests compensation under Section 2.12, or requires the Borrower to pay any Indemnified Taxes or 42 additional amount to any Lender under Section 2.14 or amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, or if any Lender gives a notice pursuant to Section 2.11(b), then at the request of the Borrower such Lender shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.11(b), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain Adjusted Eurocurrency Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or determines that it can no longer make or maintain Adjusted Eurocurrency Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower in respect of the relevant obligations hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender (including the L/C Issuer) or any Governmental Authority for the account of any Lender pursuant to Section 2.163.01, or if any Lender (including the L/C Issuer) gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder, hereunder or issuing or participating in Letters of Credit hereunder or 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.01 or 2.163.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such LenderLender in any material economic, legal or regulatory respect; provided that nothing in this Section 3.06(a) shall affect or postpone any Obligations of the Borrower or the rights of the Lenders under this Article 3. The Borrower hereby agrees to pay pay, or cause to be paid, all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 measuresassign 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) if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, or if the Borrower is required to pay any additional amount as a result of a Lender, pursuant to Section 2.02(b), making its Loans through a particular domestic or foreign branch of such Lender or through an Affiliate of such Lender, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.13 or as a result of the exercise of its discretion under Section 2.02(b), as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.15, or (ii) if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender becomes a Non-Investment Grade Lender, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of ; provided, that the Borrower shall not be required to pay such costs or expenses if such designation results in requests for compensation or additional amounts in excess of those made prior to such designation, and the rights Borrower shall not be required to pay such excess amount of any Lender pursuant to Section 2.14 compensation or 2.16excess additional amount.

Mitigation Obligations; Replacement of Lenders. (a) If the any Lender requests compensation under Section 2.15 or such Lender determines that it can no longer make or fund Loans, pursuant to Section 2.14(b), or if any Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall (at the request of the Company) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or to assign and delegate 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, Affiliates if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, or mitigate the impact of Section 2.14(b) as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed out of pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16assignment and delegation.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14 (Increased Costs) or requires the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender under Section 2.14 or amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.16 (Taxes) or exercises its rights under Section 2.19 (Illegality), then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 measuresAffiliates, if, in the reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 (Increased Costs) or 2.162.16 (Taxes) or eliminate such Lender’s need to exercise rights under Section 2.19 (Illegality), as applicable, in the case may be, future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any such Lender in connection with the process of making any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) Designation of a Different Lending Office. If the Borrower is any Lender requests compensation under Section 2.14, or if Borrowers are required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.13(b) suspending its obligation to make or continue Eurocurrency Loans, SOFR Loans or to convert Base Rate Loans to SOFR Loans (an “Illegality Notice”), then such Lender shall (at the request of Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.14, 2.15 or 2.16, or eliminate the need for the notice pursuant to Section 2.13(b), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or amounts to any Lender or Issuing Bank or to any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.16, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or Letters of Credit hereunder or to assign and delegate 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, Affiliates if, in the reasonable judgment of such LenderLender or Issuing Bank, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lenderdisadvantageous. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16assignment and delegation.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14 or indicates pursuant to Section 2.14(e) that it is unlawful to make Loans to the European Borrower, or if any Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then upon request of any Borrower such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 good faith judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company or the European Borrower, as applicable, hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 Any Lender claiming reimbursement of such costs and expenses shall affect or postpone any of deliver to the obligations of the Borrower Company or the rights of any Lender pursuant to Section 2.14 or 2.16European Borrower, as applicable, a certificate setting forth such costs and expenses in reasonable detail which shall be conclusive absent manifest error.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15 or Section 2.17, or if the US Borrower or the Euro Borrower, as applicable, is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall cooperate in completing any procedural formalities required for each of the Borrowers to be able to make payments under the Loan Documents without any deduction or withholding in respect of Indemnified Taxes or Other Taxes and shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to `Section 2.14 2.15 or 2.16Section 2.17, as applicable, in the case may be, future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The US Borrower hereby agrees to shall pay all reasonable costs and expenses incurred by any Revolving Credit Lender or Term Lender or the Issuing Lender in connection with any such designation or assignment. Nothing in this Section 2.18 The Euro Borrower shall affect pay all reasonable costs and expenses incurred by any Euro Revolving Credit Lender or postpone any of the obligations of the Borrower Euro Term Lender or the rights of Euro Issuing Lender in connection with any Lender pursuant to Section 2.14 such designation or 2.16assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, or if any Lender gives notice to the Borrower (through the Administrative Agent) pursuant to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.13, as the case may be, or permit such Lender to rescind any notice delivered to the Borrower pursuant to Section 2.21, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in Each Lender may designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates; provided that the exercise of this Section 2.18 option shall not affect or postpone any of the obligations of the Borrower or to repay the rights Loan in accordance with the terms of any Lender pursuant to Section 2.14 or 2.16this Agreement.

Mitigation Obligations; Replacement of Lenders. (a) If the any Lender requests compensation under Section 2.14, or if a Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 2.16, then such Lender or L/C Issuer shall, as applicable, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 reasonable judgment of such LenderLender or L/C Issuer, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous cause economic, legal or regulatory disadvantage to such LenderLender or L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or L/C Issuer in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) ----------------------------------------------- If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 measuresassign 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) if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or any Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain Eurocurrency Rate Loans or BA Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to or indemnify any Lender under Section 2.14 or to any Lender Lender, Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.162.17, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such LenderLender or Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, 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 LenderLender or Issuing Bank in any material respect. The Each Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender under Section 2.14 or to any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.16, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or Letters of Credit hereunder or 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 LenderLender or Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 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 LenderLender or Issuing Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain SOFR Loans pursuant to Section 2.20, or any Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the any Lender or Issuing Bank requests compensation under Section 2.16 or 2.21, or if either Borrower is required to pay any additional amount to any Lender under Section 2.14 or to Lender, any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.162.18, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 LenderLender or such Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.16, 2.18 or 2.162.21, as the case may be, in the future and (ii) would not subject such Lender or such Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or such Issuing Bank. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 or any event gives rise to the operation of Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder affected by such event, or to assign and delegate 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.13 or mitigate the applicability of Section 2.16, as the case may be, and (ii) would not subject such Lender 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 to in any material economic, legal or regulatory respect to, such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or to any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.16, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending or issuing office for funding or booking its Loans hereunder, or Letters of Credit hereunder or to assign and delegate 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 measuresAffiliates, if, in the reasonable judgment of such LenderLender or Issuing Bank, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or Issuing Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16assignment and delegation.

Mitigation Obligations; Replacement of Lenders. (a) 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 2.15 and 2.17 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 requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender under Section 2.14 or amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or Letters of Credit hereunder or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder, hereunder or 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 measuresAffiliates, if, in the reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the case may be, future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in ; provided that if the costs of such designation or assignment exceed the additional amount required to be paid to the Lender under this Section 2.18 shall affect or postpone any of the obligations of 2.19(a), the Borrower shall not be required to pay such costs unless the Borrower has requested such designation or the rights of any Lender pursuant to Section 2.14 or 2.16reassignment.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or determines it can no longer make or maintain SOFR Benchmark Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain SOFR Loans or Eurocurrency Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Committed Lender requests compensation under Section 2.14 or 2.18, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Committed Lender or any Governmental Authority Official Body for the account of any Committed Lender pursuant to Section 2.162.15, then such Committed Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 measuresAffiliates, if, in the reasonable judgment of such Committed Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.14, 2.15 or 2.162.18, as applicable, in the case may be, future and (ii) would not subject such Committed Lender or its related Conduit Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderCommitted Lender or its related Conduit Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Committed Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans or Term Benchmark Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, makes the election permitted by Section 2.15(c) or (d), or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then then, subject to the proviso in the last sentence of this subsection, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17 or the need to make the election permitted by Section 2.15(c) or (d), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect ; provided that prior to incurring any such costs or postpone any expenses, such Lender will provide Borrower with notice of the obligations amount of such costs and the proposed reduction in amounts payable under Section 2.15 or 2.17 and permit Borrower the opportunity to determine whether such Lender should proceed with such designation or the rights of any Lender pursuant to Section 2.14 or 2.16assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.16 or 2.21, or if the Borrower Company is required to pay any additional amount to any Lender under Section 2.14 or to Lender, any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.162.18, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 LenderLender or such Issuing Bank, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.16, 2.18 or 2.162.21, as the case may be, in the future and (ii) would not subject such Lender or such Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or such Issuing Bank. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower is Borrowers are required to pay any additional amount or indemnification payment to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans 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 Borrowers or to take other reasonable measures, if, in the judgment of such Lender, such designation, assignment, filing or other measures (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost or expense (other than immaterial costs and expenses) and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees Borrowers hereby, jointly and severally, agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the Borrower any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain Term SOFR Rate Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to any Lender under Section 2.14 or to indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as applicable, in the future or mitigate the impact of Section 2.14 or 2.162.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.16 or any event gives rise to the operation of Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.162.16 or mitigate the applicability of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material *Confidential Treatment Requested. Omitted portions filed with the Commission. and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect to, such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If the any Lender (or its Affiliate) requests compensation under Section 2.15, or if any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender under Section 2.14 (or to any Lender 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 its Affiliate) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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 LenderLender (or its Affiliate), such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender (or its Affiliate) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender (or its Affiliate). The Borrower Subject to Article XI, the Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender (or its Affiliate) in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.63

Mitigation Obligations; Replacement of Lenders. (a) Each Lender may make any Loans or each Issuing Bank may issue Letters of Credit to the Borrowers through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Loans or Letters of Credit in accordance with the terms of this Agreement. If any Lender requests compensation under Section 2.15, or if the Borrower is Borrowers are required to pay any additional amount to any Lender under Section 2.14 to, or to otherwise indemnify, any 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 shall use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate 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 measuresAffiliates, if, in the judgment of such Lender, such designation, assignment, filing designation or other measures assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16Section 2.17 or mitigate the applicability of Section 2.23, as the case may be, and (ii) would not subject such Lender 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 to in any material economic, legal or regulatory respect to, such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a1) If any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain SOFR Loans pursuant to Section 2.20, or the Borrower is required to pay any Indemnified Tax, Other Tax or additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, to file any certificate or document reasonably requested by the Borrower or to take other reasonable measures, if, in the reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender or LC Issuer requests compensation under Section 2.15, or the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender under Section 2.14 or to any Lender LC Issuer or any Governmental Authority for the account of any Lender or LC Issuer pursuant to Section 2.162.17, then such Lender or LC Issuer, as applicable, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderLoans, LC Disbursements or participations in LC Disbursements (as applicable) hereunder or 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 LenderLender or LC Issuer, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or LC Issuer to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or LC Issuer. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or LC Issuer in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.15, or (ii) if the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender becomes a Non-Investment Grade Lender, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, hereunder or 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, such designation, assignment, filing designation or other measures Table of Contents assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of ; provided, that the Borrower shall not be required to pay such costs or expenses if such designation results in requests for compensation or additional amounts in excess of those made prior to such designation, and the rights Borrower shall not be required to pay such excess amount of any Lender pursuant to Section 2.14 compensation or 2.16excess additional amount.

Mitigation Obligations; Replacement of Lenders. (a) If the any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or any Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunderhereunder or its participation in any Letter of Credit affected by such event, or 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 reasonable judgment of such Lender, such designation, assignment, filing designation or other measures assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.