Common use of Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity Clause in Contracts

Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Term SOFR Loans or Swing Line Loans accruing interest at the Term SOFR Swingline Rate (in the case of the Swing Line Lender) to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Swing Line Loans accruing interest at the Term SOFR Swingline Rate under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Term SOFR Loan or Swing Line Loans accruing interest at the Term SOFR Swingline Rate shall be calculated as though each Lender funded its Term SOFR Loan and the Swing Line Lender funded its Swing Line Loan accruing interest at the Term SOFR Swingline Rate through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Term SOFR Screen Rate or the Term SOFR Swingline Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Term SOFR Loans or Swing Line Loans accruing interest at the Daily Term SOFR Swingline Rate Loans (in the case of the Swing Line Lender) to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Swing Line Loans accruing interest at the Daily Term SOFR Swingline Rate Loans under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Term SOFR Loan or Swing Line Loans accruing interest at the Daily Term SOFR Swingline Rate Loan shall be calculated as though each Lender funded its Term SOFR Loan and the Swing Line Lender funded its Swing Line Loan accruing interest at the Daily Term SOFR Swingline Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Term SOFR Screen Rate or the Daily Term SOFR Swingline Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity. (a) Each Lender may book its Advances at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement will apply to any such Lending Installation and the Loan and any Notes issued hereunder will be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to Administrative Agent and Borrower in accordance with Section 10.7, designate replacement or additional Lending Installations through which Advances will be made by it and for whose account Loan payments are to be made. (b) To the extent reasonably possible, each Lender shall will designate an alternate Lending Installation with respect to its Term SOFR Loans or Swing Line Loans accruing interest at the Term SOFR Swingline Rate (in the case of the Swing Line Lender) Advances to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 2.6 and 3.5 or to avoid the unavailability of Term SOFR Advances or Swing Line Loans accruing interest at the Term SOFR Swingline Rate under Section 3.32.10, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall will deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 2.6 or 3.52.10. Such written statement shall must set forth in reasonable detail the calculations upon which such Lender determined such amount and shall will be final, conclusive and binding on the SMRH:4847-1441-2233.18 -41- Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Term SOFR Loan or Swing Line Loans accruing interest at the Term SOFR Swingline Rate shall an Advance will be calculated as though each Lender funded its Term SOFR Loan and the Swing Line Lender funded its Swing Line Loan accruing interest at the Term SOFR Swingline Rate Advance through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Term SOFR Screen Rate or the Term SOFR Swingline LIBOR Based Rate applicable to such LoanAdvance, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall will be payable on demand within ten (10) Business Days after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 2.6 and 3.5 shall 2.10 will survive payment of the Obligations and termination of this Agreement.

Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Term SOFR Loans or Swing Line Loans accruing interest at the Term SOFR Swingline Rate (in the case of the Swing Line Lender) to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid 58 the unavailability of Term SOFR Advances or Swing Line Loans accruing interest at the Term SOFR Swingline Rate under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Term SOFR Loan or Swing Line Loans accruing interest at the Term SOFR Swingline Rate shall be calculated as though each Lender funded its Term SOFR Loan and the Swing Line Lender funded its Swing Line Loan accruing interest at the Term SOFR Swingline Rate through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Term SOFR Screen Rate or the Term SOFR Swingline Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity. (a) Each Lender may book its Advances at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement will apply to any such Lending Installation and the Loan and any Notes issued hereunder will be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to Administrative Agent and Borrowers in accordance with Section 10.7, designate replacement or additional Lending Installations through which Advances will be made by it and for whose account Loan payments are to be made. (b) To the extent reasonably possible, each Lender shall will designate an alternate Lending Installation with respect to its Term SOFR Loans or Swing Line Loans accruing interest at the Term SOFR Swingline Rate (in the case of the Swing Line Lender) Advances to reduce any liability of the Borrower Borrowers to such Lender under Sections 3.12.5(b), 3.2 2.6 and 3.5 2.10 or to avoid the unavailability of Term SOFR Advances or Swing Line Loans accruing interest at the Term SOFR Swingline as LIBOR Rate under Advances pursuant to Section 3.32.5(a), so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall will deliver a written statement of such Lender to the Borrower Borrowers (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.12.5, 3.2, 3.4 2.6 or 3.52.10. Such written statement shall must set forth in reasonable detail the calculations upon which such Lender determined such amount and shall will be final, conclusive and binding on the Borrower Borrowers in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Term SOFR Loan or Swing Line Loans accruing interest at the Term SOFR Swingline Rate shall an Advance will be calculated as though each Lender funded its Term SOFR Loan and the Swing Line Lender funded its Swing Line Loan accruing interest at the Term SOFR Swingline Rate Advance through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Term SOFR Screen Rate or the Term SOFR Swingline LIBOR Based Rate applicable to such LoanAdvance, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall will be payable on demand within ten (10) Business Days after receipt by the Borrower Borrowers of such written statement. The obligations of the Borrower Borrowers under Sections 3.12.5, 3.2, 3.4 2.6 and 3.5 shall 2.10 will survive payment of the Obligations and termination of this Agreement.

Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Term SOFR Revolving Loans or and its participation in Swing Line Loans accruing interest at the Term SOFR Swingline Rate (in the case of the Swing Line Lender) and Facility LCs to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Eurocurrency Advances or Swing Line Daily Eurocurrency Loans accruing interest at the Term SOFR Swingline Rate under Section 3.33.3 or to eliminate the need for notice pursuant to Section 3.7, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Term SOFR Eurocurrency Loan or Swing Line Loans accruing interest at the Term SOFR Swingline Rate Daily Eurocurrency Loan shall be calculated as though each Lender funded its Term SOFR Eurocurrency Loan and the Swing Line Lender funded its Swing Line Daily Eurocurrency Loan accruing interest at the Term SOFR Swingline Rate through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Term SOFR Screen Eurocurrency Rate or the Term SOFR Swingline Daily Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.