Banks' Obligation to Mitigate. Each Bank agrees that, as promptly as practicable after the officer of such Bank responsible for administering the Revolving Credit Loans under this Loan Agreement becomes aware of the occurrence of an event or the existence of a condition that would entitle such Bank to receive payments under Section 14 hereof, it will, to the extent not inconsistent with its internal policies, use reasonable efforts (i) to make, fund or maintain its Revolving Credit Loans through another lending office of such Bank, or (ii) take such other reasonable measures, if as a result thereof, the additional amounts which would otherwise be required to be paid to such Bank pursuant to Section 14 hereof would be materially reduced and if, as determined by such Bank in its sole discretion, the making, funding or maintaining of such Revolving Credit Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect such Revolving Credit Loans or the interests of such Bank; provided that such Bank will not be obligated to utilize such other lending office pursuant to this Section 14.3 unless the Borrower agrees to pay all expenses incurred by such Bank in utilizing such other lending office. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 14.4 (setting forth in reasonable detail the basis for requesting such amount) submitted by any Bank to the Borrower shall be conclusive absent manifest or demonstrable error.
Banks' Obligation to Mitigate. The parties to this Loan Agreement stipulate that the provisions of this Section 2.9 shall apply to the Line of Credit Advances with the same force and effect as such provisions apply to Revolving Loans. Each Bank agrees that, as promptly as practicable after the officer of such Bank responsible for administering the Revolving Loans under this Loan Agreement 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 2.6 or 2.8 hereof, it will, to the extent not inconsistent with such Bank's internal policies, use reasonable efforts (i) to make, fund or maintain the Revolving Loan Commitment of such Bank or the Affected Loans of such Bank through another lending office of such Bank, or (ii) take such other reasonable measures if as a result thereof the circum- stances which would cause such Bank to be an Affected Bank would cease to exist or the additional amounts which would otherwise be required to be paid to such Bank pursuant to Section 2.6 or 2.8 hereof would be materially reduced and if, as determined by such Bank in its sole discretion, the making, funding or maintaining of such Revolving Loan Commitment or Revolving Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect such Revolving Loan Commitments or Revolving Loans or the interests of such Bank; provided that such Bank will not be obligated to utilize such other lending office pursuant to this Section 2.9 unless the Borrower agree to pay all expenses incurred by such Bank in utilizing such other lending office. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.9 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Bank to the Borrower shall be conclusive absent manifest or demonstrable error.
Banks' Obligation to Mitigate. (a) If, in respect of any Bank, circumstances arise which would or would upon the giving of notice result in:
(i) the reduction of its Commitment to zero pursuant to clause 7.1(i);
(ii) a payment being made pursuant to clause 7.1(ii);
(iii) an increase in the amount of any payment to be made to it or for its account pursuant to clause 4.1;
(iv) a claim for indemnification pursuant to clause 6.1; then, without in any way limiting, reducing or otherwise qualifying either Borrower's obligations under any of the clauses referred to in sub-clauses (i) to (iv), such Bank shall promptly after its Facility Office becomes aware of the same notify the Agent thereof and, in consultation with the Agent and the Parent, for a period not exceeding 30 days, take such reasonable steps as it considers may be reasonably open to it to mitigate the effects of such circumstances including, if it considers appropriate, the transfer of its Facility Office for the Facilities to another jurisdiction acceptable to the Parent and in which it has an office carrying on a similar business or the transfer of its rights and obligations in accordance with, and subject to the provisions of, clause 16 to another financial institution willing to participate in the Facilities provided that (a) such Bank shall be under no obligation to make any such transfer if, in the bona fide opinion of such Bank, such transfer would or might have an adverse effect upon its business, operations or financial condition or cause it to incur significant costs and (b) such Bank shall, notwithstanding the foregoing, be under no obligation to achieve any particular result and shall incur no liability to either Borrower by virtue of any such steps resulting in less than complete mitigation.
(b) Nothing in clauses 5, 6, 7 and 8.1 shall oblige any Bank to disclose to the Parent or any other person any information concerning its financial affairs or to arrange its tax affairs in any particular manner or at any particular time or to claim relief from tax in respect of any particular payment in priority to any other claims, reliefs, credits or deductions available to it.
Banks' Obligation to Mitigate. Each Bank agrees that ----------------------------- as promptly as practicable after it becomes aware of the occurrence of an event that would entitle it to give Notice pursuant to Section 2.2 or 2.4, it will, prior to the date of any prepayment or Conversion of an affected Loan, use reasonable efforts to make, fund or maintain such Loan through another lending office of such Bank if as a result thereof the increased costs would be avoided or materially reduced or the illegality would thereby cease to exist and if, as determined by such Bank, the making, financing or maintenance of such Loan through such other lending office does not otherwise materially adversely affect such Loan or Bank. The Borrowers hereby agree to pay all reasonable expenses incurred by any Bank in utilizing another lending office of such Bank pursuant to this Section 2.8.
Banks' Obligation to Mitigate. Any Bank that makes demand for payment of additional amounts under Section 6.7 or Section 6.8 or notifies the Agent of any circumstances pursuant to Section 6.6, shall use reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to change the 52 -44- jurisdiction of its applicable lending office so as to avoid thereafter the circumstances that give rise to such demand or notification.
Banks' Obligation to Mitigate. 4 SECTION 15 NOTICES 4
