Common use of Obligation to Mitigate Clause in Contracts

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.13, 2.14 or 2.15, then such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.132.15 or 2.16, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Extensions through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.14, 2.14 2.15 or 2.152.16, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.14, 2.14 or 2.15, as the case may be, in the future or 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund or (a) maintain its Credit Extensions, including any Affected Loans, Loans through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding making or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2a) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if within a reasonable period of time after the officer of such Lender requests payment having primary responsibility for administering its portion of the Loan becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments or exercise rights under Section 2.132.11 or 2.12, 2.14 or 2.15, then such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, portion of the Loan through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause the additional amounts payable which would otherwise be required to be paid to such Lender Lender, or invoke the rights of such Lender, pursuant to Section 2.13, 2.14 2.11 or 2.15, as the case may be, in the future would 2.12 to be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans its portion of the Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans Loan portion or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.13 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest errorabove.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13, 2.14 or and/or Section 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Extensions through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future and/or 2.15 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower Company agrees to pay all reasonable and incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18 or 2.19, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsTerm Loans, including any Affected Loans, through another office of such Lender; or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances that would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable that would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower agrees to pay all the incremental expenses (if any) incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate notice as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Facility Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.13, 2.14 or 2.15, then such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering the Term Loan, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.132.13 or 2.14, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Extensions through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.13 or 2.14 or 2.15, as the case may be, in the future would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans the Term Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans the Term Loan or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.15 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.15 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.132.19 or 2.20, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees Borrowers agree to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Borrowers pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Borrowers (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or SECTION 2.15, then such Lender 2.16 or 2.17, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or SECTION 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such such, Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 SECTION 2.18 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 SECTION 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.132.18 or 2.19, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Extensions through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be final and conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees Companies agree to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Companies pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company Representative (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all reasonable and necessary incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees Borrowers agree to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2a) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Borrowers pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Borrowers (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such the Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans Commitments or Loans, or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2a) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all incremental out-of-pocket expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the existing internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all reasonable out-of-pocket incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above in this Section 2.21(a) and (2b) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender will2.16 or 2.17, it shall, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsExtension, including any Affected Loans, through another office of such Lender ifor (b) take such other measures as such Lender may deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, measures would not otherwise adversely affect such Term Loans or the interests of such Lender; provided provided, that (1) such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.16 2.18 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund (a) make or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after an officer of such Lender requests payment under Section 2.13, 2.14 responsible for administering its Loans becomes aware of the occurrence of an event or 2.15, then the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Sections 2.12, 2.13 or 2.14, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use commercially reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of a Lender Affiliate, or (b) take such other measures as such Lender may, in its sole discretion, deem appropriate if, as a result thereof, the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13Sections 2.12, 2.13 or 2.14 or 2.15, as the case may be, in the future would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such its Revolving Commitments or Loans through such other office Lender Affiliate, or in accordance with such other measures, as the case may be, would not otherwise adversely affect such its Revolving Commitments or Loans or the interests of the Borrower or such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office a Lender Affiliate, pursuant to this Section 2.16 2.14 unless the Borrower agrees to pay all reasonable, documented, out- of-pocket incremental expenses incurred by such Lender as a result of utilizing such other office Lender Affiliate as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.14 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.133.01, 2.14 3.02, 3.03 or 2.153.04, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.133.01, 2.14 3.02, 3.03 or 2.15, as the case may be, in the future 3.04 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 3.05 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest errorabove.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender 2.16 or 2.17, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.18 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that(other than AMC and its affiliates) shall, if after an officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Term Loans through another office of such Lender ifLender, or (b) take such other reasonable measures, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole good faith business discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) that, such Lender will not be obligated to utilize such other office or take any action pursuant to this Section 2.16 2.17 unless the Parent Borrower agrees to pay all incremental out-of-pocket expenses incurred by such Lender as a result of utilizing such other office or taking such action as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Parent Borrower pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Parent Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.16, 2.14 2.17 or 2.152.18, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (a) to make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.16, 2.14 2.17 or 2.15, as the case may be, in the future 2.18 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.19 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.132.16 or 2.17, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Term Loans through another office of such Lender ifLender, or (b) take such other reasonable measures, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or materially reduced and if, as determined by such Lender in its sole good faith business discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect such Term Loans or the interests of such Lender; provided that (1) that, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.18 unless the Parent Borrower agrees to pay all reasonable documented out-of-pocket incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Parent Borrower pursuant to this Section 2.16 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Parent Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. (a) Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.132.13 or 2.14, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Extensions through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.13 or 2.14 or 2.15, as the case may be, in the future would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.15 unless the Borrower agrees to pay all incremental expenses incurred by such Lender Xxxxxx as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.15 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after such Lender requests payment becomes aware of the occurrence of an event or the existence of a condition that would cause such lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender will2.16, to the extent not inconsistent with the internal policies of such Lender and any applicable legal 2.17 or regulatory restrictions2.18, it will use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Loans through another lending office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if (A) as a result thereofresult, the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be2.16, in the future 2.17 or 2.18 would be eliminated avoided or reduced materially reduced, and if, as determined by (B) if such Lender determines in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.16, 2.14 2.17 or 2.152.18, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.16, 2.14 2.17 or 2.15, as the case may be, in the future 2.18 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.19 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment under Section 2.13responsible for administering its Loans, 2.14 as the case may be, becomes aware of the occurrence of an event or 2.15, then the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under ‎Section 2.17, ‎2.18, or ‎2.19, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund fund, or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender ifor (b) take such other measures as such Lender may deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would be required to be paid to such Lender pursuant to Section 2.13‎Section 2.17, 2.14 ‎2.18, or 2.15, as the case may be, in the future ‎2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuingfunding, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided provided, that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment under Section 2.13, 2.14 responsible for administering its Loans becomes aware of the occurrence of an event or 2.15, then the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Sections 2.12, 2.13 or 2.14, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances that would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable that would otherwise be required to be paid to such Lender pursuant to Section 2.13Sections 2.12, 2.13 or 2.14 or 2.15, as the case may be, in the future would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.15 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.15 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender 2.16 or 2.17, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.18 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender 2.16 or 2.17, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoan, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.18 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2a) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.14, 2.14 2.15 or 2.15, then such Lender will2.16 it shall, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Revolving Commitments or Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.14, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower Xxxxxxxx agrees to pay all incremental expenses incurred by such Lender Xxxxxx as a result of utilizing such other office as described above in this Section 2.17(a) and (2b) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Extensions through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.15 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower agrees Borrowers agree to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Borrowers pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (a) to make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) to take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all incremental expenses incurred by such Lender Xxxxxx as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall will be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans or Multi-Draw Term Loan Commitments through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or Multi-Draw Term Loan Commitments or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender Bank (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, if as promptly as practicable after the officer of such Lender requests payment Bank responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Bank to become an Affected Bank or that would entitle such Bank to receive payments under Section 2.13Sections 2.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender Bank and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender ifBank, or (b) take such other measures as such Bank may deem reasonable, if as a result thereof, thereof the circumstances which would cause such Bank to be an Affected Bank would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender Bank pursuant to Section 2.13Sections 2.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender Bank in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such LenderBank; provided that (1) provided, such Lender Bank will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the each Borrower agrees to pay all incremental expenses incurred by such Lender Bank as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the each Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender Bank to the such Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error. Each of Administrative Agent and each Lender agrees to use commercially reasonable efforts to notify Company as promptly as reasonably practicable upon its becoming aware that circumstances exist that would cause Company to become obligated to pay additional amounts pursuant to Sections 2.18, 2.19 and 2.20.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender 2.16 or 2.17, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.18 unless the Borrower Company agrees to pay all incremental costs and expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its portion of the Term Loan, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.16, 2.14 2.17 or 2.152.18, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.16, 2.14 2.17 or 2.15, as the case may be, in the future 2.18 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans portion of the Term Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans portion of the Term Loan or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.19 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees Companies agree to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Companies pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company Representative (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.16, 2.14 2.17 or 2.152.18, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (a) to make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.16, 2.14 2.17 or 2.15, as the case may be, in the future 2.18 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Credit Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Credit Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.19 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17(c), 2.14 Section 2.18 or 2.15Section 2.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17(c), 2.14 Section 2.18 or 2.15, as the case may be, in the future Section 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided provided, that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, issuing, funding or maintaining of such Term Loan Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loan Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Xxxxxx responsible for administering its Loans, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender requests payment to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2a) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (a) to make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) to take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall will be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest demonstrable error.. SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION

Obligation to Mitigate. (a) Each Lender agrees that, if as promptly as practicable after an officer of such Lender requests payment under Section 2.13, 2.14 responsible for administering its Loans becomes aware of the occurrence of an event or 2.15, then the existence of a condition that would entitle such Lender to receive payments under Sections 2.12, 2.13 or 2.14, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use commercially reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsExtensions through a Lender Affiliate, including any Affected Loans, through another office of or (b) take such other measures as such Lender may, in its sole discretion, deem appropriate if, as a result thereof, the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13Sections 2.12, 2.13 or 2.14 or 2.15, as the case may be, in the future would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such its Revolving Commitments or Loans through such other office Lender Affiliate, or in accordance with such other measures, as the case may be, would not otherwise adversely affect such its Revolving Commitments or Loans or the interests of the Borrower or such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office a Lender Affiliate, pursuant to this Section 2.16 2.14 unless the Borrower agrees to pay all reasonable, documented, out-of-pocket incremental expenses incurred by such Lender as a result of utilizing such other office Lender Affiliate as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.14 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment under Section 2.13, 2.14 responsible for administering its Loans has actual knowledge of the occurrence of an event or 2.15, then the existence of a condition that would cause such Lender to become entitled to receive payments (an "Affected Lender") under Sections 4.3, 4.4, 4.5 or 4.6, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (a) to make, issue, fund or maintain its Credit Extensions, including any Affected affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay elect in its sole discretion, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.134.3, 2.14 4.4, 4.5 or 2.15, as the case may be, in the future 4.6 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as -58- 66 the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided provided, that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 4.10 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 4.10 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.132.15 or 2.16, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Extensions through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower agrees Companies agree to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Companies pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Companies (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans has actual knowledge of the occurrence of an event or the existence of a condition that would cause such Lender to become entitled to receive payments (an “Affected Lender”) under Section 2.134.3, 2.14 4.4, 4.5 or 2.154.6, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (a) to make, issue, fund or maintain its Credit Extensions, including any Affected affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay elect in its sole discretion, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.134.3, 2.14 4.4, 4.5 or 2.15, as the case may be, in the future 4.6 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided provided, that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 4.10 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 4.10 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 2.14, 2.15 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances that would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable that would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 2.14, 2.15 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office take any of the foregoing measures pursuant to this Section 2.16 unless the Borrower Xxxxxxxx agrees to pay all incremental expenses incurred by such Lender Xxxxxx as a result of utilizing taking such other office actions as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans or becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.16, 2.14 2.17 or 2.152.18, then such Lender willit shall, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender ifor (b) take such other measures as such Lender may deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.16, 2.14 2.17 or 2.15, as the case may be, in the future 2.18 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided provided, that (1) such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.16 2.19 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.16, 2.14 2.17 or 2.152.18, then such Lender it will, at the request of Borrower, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans under this Agreement, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to under Section 2.132.16, 2.14 2.17 or 2.15, as the case may be, in the future 2.18 would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Loan Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Loan Commitments or Loans or the interests of such Lender; provided that (1) such . Such Lender will not be obligated to utilize use such other office pursuant to under this Section 2.16 2.19 unless the Borrower agrees to pay all reasonable incremental expenses incurred by such Lender as a result of utilizing using such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to under this Section 2.16 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall will be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender willit shall, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Extensions through another office of such Lender ifor (b) take such other measures as such Lender may deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such LenderLender in any material respect; provided provided, that (1) such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.this

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office or take such other measures pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all reasonable incremental expenses incurred by such Lender as a result of utilizing such other office or take such other measures as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees Companies agree to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Companies pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company Representative (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.14, 2.14 2.15 or 2.152.16, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.14, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above in this Section 2.17 (a) and (2b) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, issuing, funding or maintaining of such Commitments, Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided provided, that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees Borrowers agree to pay all incremental costs and expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Administrative Borrower pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Administrative Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.14, 2.14 2.15 or 2.15, then such Lender will2.16 it shall, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Revolving Commitments or Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.14, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above in this Section 2.17(a) and (2b) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the generally applicable internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Loans or the interests of such Lender; provided provided, that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees Borrowers agree to pay all incremental reasonable costs and expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Borrowers pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Representative (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, (i) use reasonable efforts to make, issue, fund or maintain its Credit ExtensionsTranche B Term Loan Commitments or Loans, including any Affected Loans, through another office of such Lender, or (ii) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Tranche B Term Loan Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Tranche B Term Loan Commitment or Loans or the interests of such Lender; provided that (1) provided, such -------- Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.Section

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender 2.16 or 2.17, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.18 unless the Borrower agrees Borrowers agree to pay all reasonable incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Borrowers pursuant to this Section 2.16 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Representative (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.135.05, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (at the request of the Borrower) to makedesignate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, issuebranches or affiliates, fund or maintain its Credit Extensionsif, including any Affected Loans, through another office in the judgment of such Lender ifLender, as a result thereofof such designation or assignment, the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 5.05 would be eliminated or reduced and if, as determined by such Lender in good faith but in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, (i) would not subject such Lender to any unreimbursed cost or expense and (ii) would not be otherwise adversely affect such Loans or the interests of disadvantageous to such Lender; provided that (1) such Lender will not be obligated to utilize such other another office pursuant to this Section 2.16 5.06 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) 5.06 submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.14, 2.14 2.15 or 2.152.16, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.14, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering the advance of the Quarterly Funding Amounts becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.11 or 2.12, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund or maintain its Credit Extensions, including any Affected Loans, (a) advance the Quarterly Funding Amounts through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 2.11 or 2.15, as the case may be, in the future 2.12 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining advance of such Loans Quarterly Funding Amounts through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.13 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.13 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (a) to make, issue, fund or maintain its Credit Extensionsapplicable Commitment or Loans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) PROVIDED, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with in the case of the Senior Lenders a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. (a) Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Revolving Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.16, 2.14 2.17 or 2.152.18, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use commercially reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable if, as a result thereof, the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.16, 2.14 2.17 or 2.15, as the case may be, in the future 2.18 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Revolving Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Revolving Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.19 unless the Borrower agrees to pay all reasonable, documented, out-of-pocket incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.this

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.14, 2.14 2.15 or 2.152.16, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.14, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretiongood faith, the making, issuing, funding or maintaining of such Term Loan Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loan Commitments or Loans or the interests of such Lender; provided provided, that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower agrees Borrowers agree to pay all incremental reasonable costs and expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the any Borrower pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Borrowers (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.21, 2.14 2.22 or 2.152.23, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund (a) make or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.21, 2.14 2.22 or 2.15, as the case may be, in the future 2.23 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding making or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.24 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.24 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender Bank agrees that, if as promptly as practicable after the officer of such Lender requests payment Bank responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Bank to become an Affected Bank or that would entitle such Bank to receive payments under Section 2.13Sections 2.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender Bank and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsTerm Loans, including any Affected Loans, through another office of such Lender ifBank, or (b) take such other measures as such Bank may deem reasonable, if as a result thereof, thereof the circumstances which would cause such Bank to be an Affected Bank would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender Bank pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender Bank in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such LenderBank; provided that (1) provided, such Lender Bank will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the each Borrower agrees to pay all incremental expenses incurred by such Lender Bank as a result of utilizing such other office as described above and in clause (2a) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the each Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender Bank to the such Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.14, 2.14 2.15 or 2.152.16, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsTerm Loans, including any Affected Loans, through another lending office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if (A) as a result thereofresult, the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.14, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated avoided or reduced materially reduced, and if, as determined by (B) if such Lender determines in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsTerm Loans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower NewPageCo agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower NewPageCo pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower NewPageCo (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, (i) would not otherwise adversely affect such Loans or the interests of such Lender and (ii) would not cause the Lender to disclose any information such Lender, in its sole discretion, deems confidential; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17(c), 2.14 2.18, or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund fund, or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender ifor (b) take such other measures as such Lender may deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17(c), 2.14 2.18, or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuingfunding, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided provided, that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower Xxxxxxxx agrees to pay all incremental expenses incurred by such Lender Xxxxxx as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.134.9, 2.14 4.10 or 2.154.11, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsTerm Loans or Total Revolving Extensions of Credit, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.134.9, 2.14 4.10 or 2.15, as the case may be, in the future 4.11 would be eliminated or materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 4.13 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 4.13 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be deemed conclusive absent in the absence of manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment under Section 2.13, 2.14 responsible for administering its Loans becomes aware of the occurrence of an event or 2.15, then the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Sections 2.17, 2.18, or 2.19, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18, or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office or take other measures pursuant to this Section 2.16 2.20 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office or take other measures as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as [*] as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.15 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that(other than AMC and its affiliates) shall, if after an officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender will2.14, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Term Loans through another office of such Lender ifLender, or (b) take such other reasonable measures, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.15 would be eliminated or materially reduced and if, as determined by such Lender in its sole good faith business discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; -41- provided that (1) that, such Lender will not be obligated to utilize such other office or take any action pursuant to this Section 2.16 unless the Parent Borrower agrees to pay all incremental out-of-pocket expenses incurred by such Lender as a result of utilizing such other office or taking such action as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Parent Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Parent Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.14, 2.14 2.15 or 2.152.16, then such Lender willit shall, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Extensions through another office of such Lender ifor (b) take such other measures as such Lender may deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.14, 2.14 2.15 or 2.15, as the case may be, in the future 2.16 would be eliminated or materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, issuing, funding making or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided provided, that (1) such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.16 2.17 unless the Borrower agrees to pay all commercially reasonable incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment under Section 2.13, 2.14 responsible for administering its Loans becomes aware of the occurrence of an event or 2.15, then the existence of a condition that would entitle such Lender willto receive payments under Sections 2.18 or 2.19, it shall, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Loans through another office of such Lender ifor (b) take such other measures as such Lender may deem reasonable, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 Sections 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees to pay all incremental expenses incurred by such Lender Lxxxxx as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment under Section 2.13, 2.14 responsible for administering its Loans becomes aware of the occurrence of an event or 2.15, then the existence of a condition that would cause such Lender to become an affected Lender under, or that would entitle such Lender to receive payments under, Section 2.17, 2.18 or 2.19, as applicable, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected LoansLoans affected by any of the circumstances described in Section 2.17 or Section 2.18, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereofthereof the circumstances which would cause such Lender to be an affected Lender under Section 2.17, 2.18 or 2.19 would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as reasabonly determined by such Lender in its sole discretionLender, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower agrees to pay all reasonable and documented out-of-pocket incremental expenses incurred by such Lender Xxxxxx as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such reasonable and documtened out-of-pocket expenses payable by the Borrower pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. (a) Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.16, 2.14 2.17 or 2.152.18, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use commercially reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable if, as a result thereof, the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.16, 2.14 2.17 or 2.15, as the case may be, in the future 2.18 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loan Commitments or Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loan Commitments or Term Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.19 unless the Borrower agrees to pay all reasonable, documented, out-of-pocket incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if within a reasonable period of time after the officer of such Lender requests payment having primary responsibility for administering its portion of the Loan becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments or exercise rights under this Section 2.132.9, 2.14 or 2.15, then such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, portion of the Loan through another office of such Lender, or (ii) take such other measures as such Lender ifmay 62383226 42 deem reasonable, if as a result thereof, thereof the circumstances which would cause the additional amounts payable which would otherwise be required to be paid to such Lender Lender, or invoke the rights of such Lender, pursuant to this Section 2.13, 2.14 or 2.15, as the case may be, in the future would 2.9 to be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans its portion of the Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans Loan portion or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.9(g) unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest errorabove.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.15 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2a) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender willit shall, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender ifor (b) take such other measures as such Lender may deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided provided, that (1) such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 2.14, 2.15 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 2.14, 2.15 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.17, 2.14 2.18 or 2.152.19, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.17, 2.14 2.18 or 2.15, as the case may be, in the future 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole but reasonable discretion, the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Loans or the interests of such Lender; provided that (1) PROVIDED, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.20 unless the Borrower Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest errorprima facie evidence thereof.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after an officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.132.18, 2.14 2.19 or 2.152.20, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.132.18, 2.14 2.19 or 2.15, as the case may be, in the future 2.20 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.21 unless the Borrower Company agrees to pay pay, to the extent requested, all incremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2i) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount computed in good faith of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender 2.16 or 2.17, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 2.18 unless the Borrower Company agrees to pay all incremental in- cremental expenses incurred by such Lender as a result of utilizing such other office as described above and in clause (2a) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower Company pursuant to this Section 2.16 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Company (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.13, 2.14 or 2.15, then such Lender 2.16 or 2.17, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Loans through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future 2.16 or 2.17 would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not be obligated to utilize such other office or take such other measures pursuant to this Section 2.16 2.18 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office or taking such other measures as described above and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunderabove. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.