Common use of Mitigation; Lender Statements; Survival of Indemnity Clause in Contracts

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section 3.3, so long as such designation is not disadvantageous to such Lender in its reasonable determination. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section 3.1 or 3.2, the Borrower may elect (i) subject to Section 3.4, to prepay any outstanding Syndicated Advances to the extent necessary to mitigate its liability under Section 3.1 or 3.2, or (ii) to require the applicable Lender to assign its outstanding Syndicated Loans and Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder as contemplated by this Section 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment and (y) any assignment is effected in accordance with the terms of Section 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section 3.3, so long as such designation is not disadvantageous to such Lender in its reasonable determination. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section 3.1 or 3.2, the Borrower may elect (i) subject to Section 3.4, to prepay any outstanding Syndicated Advances to the extent necessary to mitigate its liability under Section 3.1 or 3.2, or (ii) to require the applicable Lender to assign its outstanding Syndicated Loans Loans, L/C Interests and Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder as contemplated by this Section 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment and (y) any assignment is effected in accordance with the terms of Section 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Fixed Rate Loans to reduce any liability of the Borrower to such Lender under Sections SECTIONS 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section SECTION 3.3, so long as such designation is not disadvantageous to such Lender in its reasonable determinationLender. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 SECTION 3.3, as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section SECTION 3.1 or 3.2, the Borrower may elect (i) subject to Section SECTION 3.4, to prepay any outstanding Syndicated Advances to the extent necessary to mitigate its liability under Section SECTION 3.1 or 3.2, (ii) to terminate the applicable Lender's Commitment hereunder or (iiiii) to require the applicable Lender to assign its outstanding Syndicated Loans Revolving Loans, Swing Line Interests, L/C Interests and Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent; PROVIDED, HOWEVER, that the Borrower may make the elections described in the foregoing CLAUSES (i) and (ii) only at such times as no Default or Unmatured Default shall have occurred and be continuing. The obligation of a Lender to assign its rights and obligations hereunder or terminate its Commitment hereunder as contemplated by this Section SECTION 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents (including, without limitation, pursuant to SECTION 3.4) are paid in full upon the completion of such assignment or prior to such termination and (y) any assignment is effected in accordance with the terms of Section 12.3 SECTION 13.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment)Lender.

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section 3.3, so long as such designation is not not, in the reasonable judgment of such Lender, disadvantageous to such Lender in its reasonable determinationLender. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section 3.1 or 3.2, the Borrower may elect (i) subject to Section 3.4, to prepay any outstanding Syndicated Revolving Advances and the Term Advance to the extent necessary to mitigate its liability under Section 3.1 or 3.2, (ii) in the event the Term Loans have been paid in full, to terminate the applicable Lender's Revolving Commitment hereunder, or (iiiii) to require the applicable Lender to assign its outstanding Syndicated Revolving Loans and Term Loan, L/C Interests and Revolving Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder or terminate its Commitment hereunder as contemplated by this Section 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment or prior to such termination and (y) any assignment is effected in accordance with the terms of Section 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections SECTIONS 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section SECTION 3.3, so long as such designation is not disadvantageous to such Lender in its reasonable determination. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section SECTION 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section SECTION 3.1 or 3.2, the Borrower may elect (i) subject to Section SECTION 3.4, to prepay any outstanding Syndicated Advances to the extent necessary to mitigate its liability under Section SECTION 3.1 or 3.2, or (ii) to require the applicable Lender to assign its outstanding Syndicated Loans and Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder as contemplated by this Section SECTION 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment and (y) any assignment is effected in accordance with the terms of Section SECTION 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section SECTION 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections SECTIONS 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section SECTION 3.3, so long as such designation is not disadvantageous to such Lender in its reasonable determinationLender. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section SECTION 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section SECTION 3.1 or 3.2, the Borrower may elect (i) subject to Section SECTION 3.4, to prepay any outstanding Syndicated Advances to the extent necessary to mitigate its liability under Section SECTION 3.1 or 3.2, (ii) to terminate the applicable Lender's Commitment hereunder or (iiiii) to require the applicable Lender to assign its outstanding Syndicated Loans and Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder or terminate its Commitment hereunder as contemplated by this Section SECTION 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment or prior to such termination and (y) any assignment is effected in accordance with the terms of Section SECTION 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment).and

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 2.18, 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Revolving Advance under Section 3.3, so long as such designation is not not, in the reasonable judgment of such Lender, disadvantageous to such Lender in its reasonable determinationLender. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section 2.18, 3.1 or 3.2, the Borrower may elect (i) subject to Section 3.4, to prepay any outstanding Syndicated Revolving Advances to the extent necessary to mitigate its liability under Section 2,18, 3.1 or 3.2, (ii) to terminate the applicable Lender’s Revolving Commitment hereunder, or (iiiii) to require the applicable Lender to assign its outstanding Syndicated Loans Revolving Loans, L/C Interests and Revolving Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder or terminate its Revolving Commitment hereunder as contemplated by this Section 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment or prior to such termination and (y) any assignment is effected in accordance with the terms of Section 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To a)To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections SECTIONS 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section SECTION 3.3, so long as such designation is not disadvantageous to such Lender in its reasonable determination. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section SECTION 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section SECTION 3.1 or 3.2, the Borrower may elect (i) subject to Section SECTION 3.4, to prepay any outstanding Syndicated Advances to the extent necessary to mitigate its liability under Section SECTION 3.1 or 3.2, or (ii) to require the applicable Lender to assign its outstanding Syndicated Loans Loans, L/C Interests and Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder as contemplated by this Section SECTION 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment and (y) any assignment is effected in accordance with the terms of Section SECTION 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section SECTION 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections SECTIONS 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section SECTION 3.3, so long as such designation is not disadvantageous to such Lender in its reasonable determination. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section SECTION 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section 3.1 or 3.2, the Borrower may elect (i) subject to Section SECTION 3.4, to prepay any outstanding Syndicated Advances to the extent necessary to mitigate its liability under Section SECTION 3.1 or 3.2, or (ii) to require the applicable Lender to assign its outstanding Syndicated Loans Loans, L/C Interests and Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder as contemplated by this Section SECTION 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment and (y) any assignment is effected in accordance with the terms of Section 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section SECTION 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 2.18, 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section 3.3, so long as such designation is not not, in the reasonable judgment of such Lender, disadvantageous to such Lender in its reasonable determinationLender. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section 2.18, 3.1 or 3.2, the Borrower may elect (i) subject to Section 3.4, to prepay any outstanding Syndicated Revolving Advances and the Term Advance to the extent necessary to mitigate its liability under Section 2,18, 3.1 or 3.2, (ii) in the event the Term Loans have been paid in full, to terminate the applicable Lender’s Revolving Commitment hereunder, or (iiiii) to require the applicable Lender to assign its outstanding Syndicated Revolving Loans and the Term Loan, L/C Interests and Revolving Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder or terminate its Commitment hereunder as contemplated by this Section 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment or prior to such termination and (y) any assignment is effected in accordance with the terms of Section 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 2.18, 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section 3.3, so long as such designation is not not, in the reasonable judgment of such Lender, disadvantageous to such Lender in its reasonable determinationLender. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section 2.18, 3.1 or 3.2, the Borrower may elect (i) subject to Section 3.4, to prepay any outstanding Syndicated Revolving Advances and the Term Advance to the extent necessary to mitigate its liability under Section 2,18, 3.1 or 3.2, (ii) in the event the Term Loans have been paid in full, to terminate the applicable Lender's Revolving Commitment hereunder, or (iiiii) to require the applicable Lender to assign its outstanding Syndicated Revolving Loans and the Term Loan, L/C Interests and Revolving Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder or terminate its Commitment hereunder as contemplated by this Section 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment or prior to such termination and (y) any assignment is effected in accordance with the terms of Section 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section 3.3, so long as such designation is not not, in the reasonable judgment of such Lender, disadvantageous to such Lender in its reasonable determinationLender. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section 3.1 or 3.2, the Borrower may elect (i) subject to Section 3.4, to prepay any outstanding Syndicated Advances to the extent necessary to mitigate its liability under Section 3.1 or 3.2, (ii) to terminate the applicable Lender's Commitment hereunder or (iiiii) to require the applicable Lender to assign its outstanding Syndicated Loans Loans, L/C Interests and Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder or terminate its Commitment hereunder as contemplated by this Section 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment or prior to such termination and (y) any assignment is effected in accordance with the terms of Section 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section 3.3, so long as such designation is not not, in the reasonable judgment of such Lender, disadvantageous to such Lender in its reasonable determinationLender. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section 3.1 or 3.2, the Borrower may elect (i) subject to Section 3.4, to prepay any outstanding Syndicated Revolving Advances and the Term Advance to the extent necessary to mitigate its liability under Section 3.1 or 3.2, (ii) in the event the Term Loans have been paid in full, to terminate the applicable Lender’s Revolving Commitment hereunder, or (iiiii) to require the applicable Lender to assign its outstanding Syndicated Revolving Loans and Term Loan, L/C Interests and Revolving Commitment hereunder to another financial institution designated by the Borrower and reasonably acceptable to the Administrative Agent. The obligation of a Lender to assign its rights and obligations hereunder or terminate its Commitment hereunder as contemplated by this Section 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents are paid in full upon the completion of such assignment or prior to such termination and (y) any assignment is effected in accordance with the terms of Section 12.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment).

Mitigation; Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower Borrowers to such Lender under Sections SECTIONS 3.1 and 3.2 or to avoid the unavailability of a Type of Syndicated Advance under Section SECTION 3.3, so long as such designation is not rate disadvantageous to such Lender in its reasonable determinationLender. If the obligation of the Lenders to make Eurodollar Advances has been suspended pursuant to Section 3.3 SECTION 3.3, as a consequence of a determination by any Lender that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law or any Lender has demanded compensation under Section SECTION 3.1 or 3.2, the Borrower Borrowers may elect (i) subject to Section SECTION 3.4, to prepay any outstanding Syndicated Advances to the extent necessary to mitigate its liability under Section SECTION 3.1 or 3.2, (ii) to terminate the applicable Lender's Commitment hereunder or (iiiii) to require the applicable Lender to assign its outstanding Syndicated Loans Revolving Loans, L/C Interests and Commitment hereunder to another financial institution designated by the Borrower Borrowers and reasonably acceptable to the Administrative Agent; PROVIDED, HOWEVER, that the Borrowers may make the elections described in the foregoing CLAUSES (i) and (ii) only at such times as no Default or Unmatured Default shall have occurred and be continuing. The obligation of a Lender to assign its rights and obligations hereunder or terminate its Commitment hereunder as contemplated by this Section SECTION 3.5(a) is subject to the requirements that (x) all amounts owing to that Lender under the Loan Documents (including, without limitation, pursuant to SECTION 3.4 are paid in full upon the completion of such assignment or prior to such termination and (y) any assignment is effected in accordance with the terms of Section 12.3 SECTION 13.3 and on terms otherwise satisfactory to that Lender (it being understood that the Borrower or the replacement Lender shall pay the processing fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection with any such assignment)Lender.