Common use of Affected Lenders' Obligation to Mitigate Clause in Contracts

Affected Lenders' Obligation to Mitigate. (i) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to be an Affected Lender under subsection 2.6B or 2.6C or that would entitle such Lender to receive payments under subsection 2.6H, it will, to the extent not inconsistent with such Lender's internal policies, use reasonable efforts to make, fund or maintain the affected Eurodollar Rate Loans of such Lender through another lending office of such Lender if as a result thereof the additional moneys which would otherwise be required to be paid to such Lender pursuant to subsection 2.6B or 2.6H would be materially reduced or the illegality or other adverse circumstances which would otherwise require conversion of such Loans pursuant to subsection 2.6C would cease to exist, and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of such Loans through such other lending office would not otherwise materially adversely affect such Loans or such Lender. Company hereby agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender pursuant to this subsection 2.6K. (ii) If Company receives a notice pursuant to subsection 2.6H, 2.7 or 2.9G, so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par such Lender's Loans, Commitments and other Obligations and to assume all obligations of the Lender to be replaced, (ii) at such time the Lender to be replaced is not an Issuing Lender with respect to any Letters of Credit outstanding and (iii) such Lender to be replaced is unwilling to withdraw the notice delivered to Company, upon 30 days prior written notice to such Lender and Administrative Agent, Company may require the Lender giving such notice to assign all of its Loans, Commitments and other Obligations to such other Lender or Eligible Assignee pursuant to the provisions of subsection 9.1B; provided that, prior to or concurrently with such -------- replacement (i) Company has paid to the Lender giving such notice all amounts under subsections 2.6H, 2.7 and 2.9G through such date of replacement, (ii) Company has paid to Agent the processing and recordation fee required to be paid by subsection 9.1B(i) and (iii) all of the requirements for such assignment contained in subsection 9.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled.

Affected Lenders' Obligation to Mitigate. (i) Each Lender agrees that, as promptly as practicable after it becomes aware of (i) the occurrence of an event or the existence of a condition described in subsection 2.10B(i)(b) that would cause it to be an Affected Lender under subsection 2.6B or 2.6C or that would entitle such Lender to receive payments under make a determination of the nature described therein or (ii) the imposition, assessment, or collection of any Offshore Rate Taxes (as defined in subsection 2.6H2.10D(i)) on or in respect of any Offshore Rate Loan, it such Lender will, to the extent not inconsistent with such Lender's internal policiespolicies and without undue administrative burden, use reasonable efforts to make, fund or maintain the affected Eurodollar Offshore Rate Loans of such Lender Loan through another lending office of such Lender if if, as a result thereof thereof, the additional moneys which monies that would otherwise be required to be paid to in respect of such Lender Loans pursuant to subsection 2.6B 2.10B(i) or 2.6H the Offshore Rate Taxes or other amounts that would otherwise be required to be paid in respect of such Loans pursuant to subsection 2.10D would be materially reduced or the illegality or other adverse circumstances which that would otherwise require conversion or prepayment of such Loans pursuant to subsection 2.6C 2.10B would cease to exist, exist and if, as determined by such Lender in its sole reasonable discretion, the making, funding funding, or maintaining of such Loans through such other lending office would not result in any additional costs, expenses or risks to such Lender that are not reimbursed by Company pursuant hereto and would not affect any certifications delivered by it pursuant to subsection 2.11 hereof and would not be otherwise materially adversely affect such Loans or disadvantageous to such Lender. Company hereby agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender pursuant to this subsection 2.6K. (ii) If Company receives a notice pursuant to subsection 2.6H, 2.7 or 2.9G, so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par such Lender's Loans, Commitments and other Obligations and to assume all obligations of the Lender to be replaced, (ii) at such time the Lender to be replaced is not an Issuing Lender 2.10F with respect to Loans to any Letters of Credit outstanding and (iii) such Lender to be replaced is unwilling to withdraw the notice delivered to Company, upon 30 days prior written notice to such Lender and Administrative Agent, Company may require the Lender giving such notice to assign all of its Loans, Commitments and other Obligations to such other Lender or Eligible Assignee pursuant to the provisions of subsection 9.1B; provided that, prior to or concurrently with such -------- replacement (i) Company has paid to the Lender giving such notice all amounts under subsections 2.6H, 2.7 and 2.9G through such date of replacement, (ii) Company has paid to Agent the processing and recordation fee required to be paid by subsection 9.1B(i) and (iii) all of the requirements for such assignment contained in subsection 9.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilledBorrower.

Affected Lenders' Obligation to Mitigate. (i) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to be an Affected Lender under subsection 2.6B or 2.6C or that would entitle such Lender to receive payments under subsection 2.6H, it will, to the extent not inconsistent with such Lender's internal policies, use reasonable efforts to make, fund or maintain the affected Eurodollar Rate Loans of such Lender through another lending office of such Lender if as a result thereof the additional moneys which would otherwise be required to be paid to such Lender pursuant to subsection 2.6B or 2.6H would be materially reduced or the illegality or other adverse circumstances which would otherwise require conversion of such Loans pursuant to subsection 2.6C would cease to exist, and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of such Loans through such other lending office would not otherwise materially adversely affect such Loans or such Lender. Company hereby agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender pursuant to this subsection 2.6K. (ii) If Company receives a notice pursuant to subsection 2.6H, 2.7 or 2.9G, so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par such Lender's Loans, Commitments and other Obligations and to assume all obligations of the Lender to be replaced, (ii) at such time the Lender to be replaced is not an Issuing Lender with respect to any Letters of Credit outstanding and (iii) such Lender to be replaced is unwilling to withdraw the notice delivered to Company, upon 30 days prior written notice to such Lender and Administrative Agent, Company may require the Lender giving such notice to assign all of its Loans, Commitments and other Obligations to such other Lender or Eligible Assignee pursuant to the provisions of subsection 9.1B; provided that, prior to or concurrently with such -------- replacement (i) Company has paid to the Lender giving such notice all amounts under subsections 2.6H, 2.7 and 2.9G through such date of replacement, (ii) Company has paid to Agent the processing and recordation fee required to be paid by subsection 9.1B(i) and (iii) all of the requirements for such assignment contained in subsection 9.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled.

Affected Lenders' Obligation to Mitigate. (i) Each Lender agrees that, as promptly as practicable after it becomes aware of (i) the occurrence of an event or the existence of a condition described in subsection 2.10B(i)(b) that would cause it to be an Affected Lender under subsection 2.6B or 2.6C or that would entitle such Lender to receive payments under make a determination of the nature described therein or (ii) the imposition, assessment, or collection of any Eurodollar Rate Taxes (as defined in subsection 2.6H2.10D(i)) on or in respect of any Eurodollar Rate Loan, it such Lender will, to the extent not inconsistent with such Lender's internal policiespolicies and without undue administrative burden, use reasonable efforts to make, fund or maintain the affected Eurodollar Rate Loans of such Lender Loan through another lending office of such Lender if if, as a result thereof thereof, the additional moneys which monies that would otherwise be required to be paid to in respect of such Lender Loans pursuant to subsection 2.6B 2.10B(i) or 2.6H the Eurodollar Rate Taxes or other amounts that would otherwise be required to be paid in respect of such Loans pursuant to subsection 2.10D would be materially reduced or the illegality or other adverse circumstances which that would otherwise require conversion or prepayment of such Loans pursuant to subsection 2.6C 2.10B would cease to exist, exist and if, as determined by such Lender in its sole reasonable discretion, the making, funding funding, or maintaining of such Loans through such other lending office would not result in any additional costs, expenses or risks to such Lender that are not reimbursed by Company pursuant hereto and would not affect any certifications delivered by it pursuant to subsection 2.11 hereof and would not be otherwise materially adversely affect such Loans or disadvantageous to such Lender. Company hereby agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender pursuant to this subsection 2.6K. (ii) If Company receives a notice pursuant to subsection 2.6H, 2.7 or 2.9G, so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par such Lender's Loans, Commitments and other Obligations and to assume all obligations of the Lender to be replaced, (ii) at such time the Lender to be replaced is not an Issuing Lender 2.10F with respect to Loans to any Letters of Credit outstanding and (iii) such Lender to be replaced is unwilling to withdraw the notice delivered to Company, upon 30 days prior written notice to such Lender and Administrative Agent, Company may require the Lender giving such notice to assign all of its Loans, Commitments and other Obligations to such other Lender or Eligible Assignee pursuant to the provisions of subsection 9.1B; provided that, prior to or concurrently with such -------- replacement (i) Company has paid to the Lender giving such notice all amounts under subsections 2.6H, 2.7 and 2.9G through such date of replacement, (ii) Company has paid to Agent the processing and recordation fee required to be paid by subsection 9.1B(i) and (iii) all of the requirements for such assignment contained in subsection 9.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilledBorrower.