Common use of Mitigation of Circumstances; Replacement of Affected Lender Clause in Contracts

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the Company, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s 's sole good faith judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) banks or financial institution(s) institutions reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its Note, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Yen LIBOR Loan or Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith 's sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or ----------- --- (ii) the occurrence occur rence of any circumstance of the nature described in Section 8.2 ----------- or 8.3 (and, if any Lender has given notice of any such event described in --- clause (i) or (ii) above and thereafter such event ceases to exist, such Lender ---------- ---- shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation ---------- ---- will not, in such Lender’s good faith Xxxxxx's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent, such bank(s) or financial institution(s) to have a Commitment or Commitments, as the case may be, in such amounts as shall be reasonably satisfactory to the Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreementassign, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, Note and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit non-use fees, any amounts payable under Section ------- 8.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to --- the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or and (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and the Issuing Bank and, upon notice from the Company Company, such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, if any, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, if any, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Eurocurrency Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Eurocurrency Office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender (and any affiliate thereof) as a party to this Agreement with one or more other bank(s) banks or financial institution(s) institutions reasonably satisfactory to the Administrative Agent Agent, such banks or financial institutions to have Commitments in an aggregate amount equal to the amount previously held by the Affected Lender (provided that the amount of the Commitment held by each such bank or financial institution shall be reasonably satisfactory to the Administrative Agent); and upon notice from the Company Company, such Affected Lender (and any affiliate thereof) shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Revolving Loans, its Notes, its participation (if any) in Letters of Credit and Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) banks or other financial institution(s) institutions for a purchase price equal to the sum of the outstanding principal amount of the Revolving Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment non-use fees and Letter of Credit feesfees and all other obligations owed to such Affected Lender (or any affiliate thereof) hereunder and, concurrently therewith, the Company shall pay to such Affected Lender any amounts amount payable under Section 8.4 as a result of such Affected Lender (or any affiliate thereof) receiving payment of any Eurodollar Eurocurrency Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder)therefor.

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Eurocurrency Office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender (and any affiliate thereof) as a party to this Agreement with one or more other bank(s) banks or financial institution(s) institutions reasonably satisfactory to the Administrative Agent Agent, such banks or financial institutions to have Commitments in an aggregate amount equal to the amount previously held by the Affected Lender (provided that the amount of the Commitment held by each such bank or financial institution shall be reasonably satisfactory to the Administrative Agent); and upon notice from the Company Company, such Affected Lender (and any affiliate thereof) shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its Notes, its participation (if any) in Letters of Credit and Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) banks or other financial institution(s) institutions for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment non-use fees and Letter of Credit feesfees and all other obligations owed to such Affected Lender (or any affiliate thereof) hereunder and, concurrently therewith, the Company shall pay to such Affected Lender any amounts amount payable under Section 8.4 as a result of such Affected Lender (or any affiliate thereof) receiving payment of any Eurodollar Eurocurrency Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder)therefor.

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company applicable Borrower and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company of a Borrower to pay any amount pursuant to Section 7.6 10.01 or 8.1 10.05 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 10.02 or 8.3 (10.03, and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company applicable Borrower and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Applicable Lending Office if such designation will avoid (or reduce the cost to the Company applicable Borrower of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Committed Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent Agent, the UK Lender, the Canadian Lender, the German Lender, the Swing Line Lender and the Issuing Bank (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment facility fees, usage fees and Letter of Credit fees, any amounts payable under Section 8.4 10.04 as a result of such Lender receiving payment of any Eurodollar Eurocurrency Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith 's sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent, such bank(s) or financial institution(s) to have a Commitment or Commitments, as the case may be, in such amounts as shall be reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreementassign, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, Note and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit non-use fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may (and BofA agrees that it will use reasonable efforts to help the Company to) replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent, such bank(s) or financial institution(s) to have Commitments in such amounts as shall be reasonably satisfactory to the Agent and the Issuing Lender (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its CommitmentCommitments, its Loans, its Note, its participation (if any) in Swing Line Loans and Letters of Credit, Credit and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment non-use fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a1) Each Lender shall promptly notify the Company Borrower and the Administrative Agent of any event of which it has knowledge which will result in, and will promptly thereafter use all reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company Borrower to pay any amount pursuant to Section 7.6 2.12 or 8.1 2.13 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 2.14 or 8.3 2.15 (and, if any Lender has given notice of any such event described in clause Clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company Borrower and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Lending Office if such designation will avoid (or reduce the cost to the Company Borrower of) any event described in clause Clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's reasonable judgment, be otherwise materially disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b2) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company Borrower may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent, such bank(s) or financial institution(s) to have a Commitment in such amounts as shall be reasonably satisfactory to the Agent (and upon notice from the Company Borrower such Affected Lender shall assign pursuant to an Assignment Agreementassign, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit nonuse fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).payable

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s 's sole good faith judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) banks or financial institution(s) institutions reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment AgreementAgreement (subject to the requirements of Section 14.9.1), and without recourse or warranty, its Commitment, its Loans, its Note, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Yen LIBOR Loan or Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder); provided that, in the case of any such assignment resulting from a claim for compensation under Section 8.1 or payments required to be made pursuant to Section 7.6, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Mitigation of Circumstances; Replacement of Affected Lender. (a1) Each Lender shall promptly notify the Company Borrower and the Administrative Agent of any event of which it has knowledge which will result in, and will promptly thereafter use all reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company Borrower to pay any amount pursuant to Section 7.6 4.2 or 8.1 4.3 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 4.4 or 8.3 4.5 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company Borrower and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Lending Office if such designation will avoid (or reduce the cost to the Company Borrower of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's reasonable judgment, be otherwise materially disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b2) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company Borrower may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(sEligible Assignee(s) reasonably satisfactory to the Administrative Agent, such Eligible Assignee(s) to have a Commitment in such amounts as shall be reasonably satisfactory to the Agent (and upon notice from the Company Borrower such Affected Lender shall assign (pursuant to an Assignment Agreementand Acceptance), and without recourse or warranty, its Commitment, its Revolving Loans, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(sEligible Assignee(s) for a purchase price equal to the sum of the outstanding principal amount of the Revolving Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit non-use fees, any amounts payable under Section 8.4 4.6 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by of the Company to pay any amount pursuant to Section 7.6 4.01 or 8.1 or 4.05 and (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 4.02 or 8.3 (4.03, and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Applicable Lending Office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreementand Acceptance, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, Loan and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assignedits Loan, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit facility fees, any amounts payable under Section 8.4 4.04 as a result of such Lender receiving payment of any Eurodollar portion of its Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the Company, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its Note, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by of the Company to pay any amount pursuant to Section 7.6 7.5 or ----------- 8.1 or (ii) the occurrence of any circumstance circumstances of the nature described in --- Section 8.2 or 8.3 (8.3, and, if any Lender has given notice of any such event described ----------- --- in clause (i) or (ii) above and thereafter such event ceases to exist, such --------- -- Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding funding, office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation --------- -- will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its CommitmentLoan, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, Note and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans Loan so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender ----------- receiving payment of any Eurodollar Loan Tranche prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company applicable Borrower and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company of a Borrower to pay any amount pursuant to Section 7.6 10.01 or 8.1 10.05 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 10.02 or 8.3 (10.03, and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company applicable Borrower and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Applicable Lending Office if such designation will avoid (or reduce the cost to the Company applicable Borrower of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Committed Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent Agent, the UK Lender, the Canadian Lender, the EMU Lender, the Swing Line Lender and the Issuing Bank (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment facility fees, usage fees and Letter of Credit fees, any amounts payable under Section 8.4 10.04 as a result of such Lender receiving payment of any Eurodollar Eurocurrency Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) a. Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by of the Company to pay any amount pursuant to Section 7.6 7.5 or ----------- 8.1 or (ii) the occurrence of any circumstance circumstances of the nature described in --- Section 8.2 or 8.3 (8.3, and, if any Lender has given notice of any such event described ----------- --- in clause (i) or (ii) above and thereafter such event ceases to exist, such ---------- ---- Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation ---------- ---- will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) b. At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its CommitmentLoan, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, Note and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans Loan so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender ----------- receiving payment of any Eurodollar Loan Tranche prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company applicable Borrower and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company of a Borrower to pay any amount pursuant to Section 7.6 10.01 or 8.1 10.05 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 10.02 or 8.3 (10.03, and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company applicable Borrower and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Applicable Lending Office if such designation will avoid (or reduce the cost to the Company applicable Borrower of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Committed Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent Agent, the UK Lender, the Canadian Lender, each EMU Lender, the Swing Line Lender and the Issuing Bank (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment facility fees, usage fees and Letter of Credit fees, any amounts payable under Section 8.4 10.04 as a result of such Lender receiving payment of any Eurodollar Eurocurrency Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by of the Company to pay any amount pursuant to Section 7.6 5.01 or 8.1 5.05 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 5.02 or 8.3 (5.03, and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Applicable Lending Office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit facility fees, any amounts payable under Section 8.4 5.04 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by of the Company to pay any amount pursuant to Section 7.6 7.5 or 8.1 or (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 or 8.3 (8.3, and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its CommitmentLoan, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, Note and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans Loan so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Loan Tranche prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s 's good faith judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the Company, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its Commitment, its Loans, its Note, its participation (if any) in Swing Line Loans and Letters of Credit, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) a. Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by of the Company to pay any amount pursuant to Section 7.6 7.5 or 8.1 or (ii) the occurrence ----------- --- of any circumstance circumstances of the nature described in Section 8.2 or 8.3 (8.3, and, if any ----------- --- Lender has given notice of any such event described in clause (i) or (ii) above and ---------- ---- thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the ---------- ---- preceding sentence and such designation will not, in such Lender’s good faith 's sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) b. At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its CommitmentLoan, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, Note and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans Loan so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender ----------- receiving payment of any Eurodollar Loan Tranche prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Post-Petition Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s 's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) avoid any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit qualitySECTION 7.5. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Post-Petition Agent and the Issuing Lender, such bank(s) or financial institution(s) to have Commitments in such amounts as shall be reasonably satisfactory to the Post-Petition Agent and the Issuing Lender (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreement, and without recourse or warranty, its CommitmentCommitments, its Loans, its participation (if any) Note, its participations in Swing Line Loans and Letters of Credit, Credit and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment non- use fees and Letter of Credit fees, any amounts payable under Section 8.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor fees and all other obligations owed to such Affected Lender hereunder).

Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by of the Company to pay any amount pursuant to Section 7.6 4.01 or 8.1 or 4.05 and (ii) the occurrence of any circumstance circumstances of the nature described in Section 8.2 4.02 or 8.3 (4.03, and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office Applicable Lending Office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith sole judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly-situated borrowers of similar credit quality. (b) At any time any Lender is an Affected Lender or would be an Affected Lender but for not having given notice to the CompanyLender, the Company may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent (and upon notice from the Company such Affected Lender shall assign pursuant to an Assignment Agreementand Acceptance, and without recourse or warranty, its Commitment, its Loans, its participation (if any) in Swing Line Loans and Letters of Credit, Loan and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the outstanding principal amount of the Loans so assignedits Loan, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid commitment facility fees and Letter of Credit continuation fees, if any, any amounts payable under Section 8.4 4.04 as a result of such Lender receiving payment of any Eurodollar portion of its Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder).