Common use of Mitigation of Obligations Clause in Contracts

Mitigation of Obligations. If any Lender or Issuing Lender requests compensation under Section 2.13, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes, or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.23, then such Lender shall, at the Borrower’s request, use reasonable efforts to designate a different lending office for funding or booking its Loans or obligations in respect of any Letters of Credit issued hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or Issuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.23, as the case may be, in the future and (ii) would not subject such Lender or Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Lender in connection with any such designation or assignment.

Mitigation of Obligations. Each Lender will notify Borrower of any event occurring after the Closing Date that will entitle such Person to compensation pursuant to Section 2.18 or Section 2.20, as the case may be, as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for any costs, fees, expenses, or additional interest due to the failure to provide such notice. If any Lender or Issuing Lender requests compensation under Section 2.132.18, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes, or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.232.20, then such Lender shall, at the Borrower’s request, shall use reasonable efforts to designate avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans or obligations in respect of any Letters of Credit issued hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender or Issuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to under Section 2.13 2.18 or 2.23Section 2.20, as the case may be, in the future and (ii) would not subject such Lender or Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Lender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or Issuing Lender in connection with any such designation or assignment.

Mitigation of Obligations. If any Lender Lender’s obligation to make Eurodollar Loans, or Issuing to continue or convert outstanding Loans as or into Eurodollar Loans, is suspended pursuant to Section 2.16, any Lender requests compensation under Section 2.132.17, or if the Borrower is Borrowers are required to pay any Indemnified Taxes, Other Taxes, or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.232.19, then such Lender shallthen, at the written request of the Borrower’s request, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans or obligations in respect of any Letters of Credit issued hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender or Issuing Lender, such designation or assignment (i) would reinstate such Lender’s obligations make, continue or convert Eurodollar Loans, or eliminate or reduce amounts payable pursuant to under Section 2.13 2.17 or 2.23Section 2.19, as the case may be, in the future and (ii) would not subject such Lender or Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Lender. The Borrower Borrowers hereby agrees jointly and severally agree to pay all reasonable out-of-pocket costs and expenses actually incurred by any Lender or Issuing Lender in connection with such designation or assignment so long as no Borrower previously requested to replace any such Lender pursuant to Section 2.24 prior to such designation or assignment.

Mitigation of Obligations. If any Lender Lender’s obligation to make Eurodollar Loans, or Issuing to continue or convert outstanding Loans as or into Eurodollar Loans, is suspended pursuant to Section 2.17, any Lender requests compensation under Section 2.132.18, or if the Borrower is Borrowers are required to pay any Indemnified Taxes, Other Taxes, or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.232.20, then such Lender shallthen, at the written request of the Borrower’s request, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans or obligations in respect of any Letters of Credit issued hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender or Issuing Lender, such designation or assignment (i) would reinstate such Lender’s obligations make, continue or convert Eurodollar Loans, or eliminate or reduce amounts payable pursuant to under Section 2.13 2.18 or 2.23Section 2.20, as the case may be, in the future and (ii) would not subject such Lender or Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Lender. The Borrower Borrowers hereby agrees jointly and severally agree to pay all reasonable out-of-pocket costs and expenses actually incurred by any Lender or Issuing Lender in connection with such designation or assignment so long as no Borrower previously requested to replace any such Lender pursuant to Section 2.25 prior to such designation or assignment.

Mitigation of Obligations. If any Lender or Issuing Lender LC Issuer requests compensation under Section 2.132.14(a) or (b), or if the any Borrower is required to pay any Indemnified Taxes, Other Taxes, Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.232.17, then such Lender shall, at the Borrower’s request, or LC Issuer shall use reasonable efforts to designate a different lending office for funding or booking its Loans or obligations in respect of any Letters of Credit issued hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or Issuing LenderLC Issuer, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 2.13 2.14(a), 2.14(b) or 2.232.17, as the case may be, in the future and future, (ii) would not subject such Lender or Issuing Lender to any unreimbursed cost or expense expense, (iii) would not require such Lender or LC Issuer to take any action inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be disadvantageous to such Lender or Issuing LenderLC Issuer. The applicable Borrower hereby agrees to shall pay all reasonable costs and expenses incurred by any Lender or Issuing Lender LC Issuer in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender or LC Issuer to the Administrative Agent shall be conclusive absent manifest error.

Mitigation of Obligations. If any Lender or Issuing Lender requests compensation under Section 2.13, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes, or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.23, then such Lender shall, at the Borrower’s request, use reasonable efforts to to designate a different lending office for funding or booking its Loans or obligations in respect of any Letters of Credit issued hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or Issuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.23, as the case may be, in the future and (ii) would not subject such Lender or Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Lender in connection with any such designation or assignment.

Mitigation of Obligations. (a) If any Lender or Issuing Lender requests compensation under Section 2.132.17, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes, or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.232.19, then such Lender shall, at the Borrower’s request, shall use reasonable efforts to designate a different lending office for funding or booking its Loans or obligations in respect of any Letters of Credit issued hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender or Issuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to under Section 2.13 2.17 or 2.23Section 2.19, as the case may be, in the future and (ii) would not subject such Lender or Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Lender in connection with any such designation or assignment. (b) The Borrower shall not be required to compensate any Lender pursuant to Section 2.17 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender, as the case may be, notified the Borrower of such Change in Law and of such Lender’s intention to claim compensation therefor; provided that, if such Change in Law is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Mitigation of Obligations. If any Lender or Issuing Lender requests compensation under Section 2.135.01 (Increased Costs), or if requires the Borrower is required to pay any Indemnified Taxes, Other Taxes, Taxes or additional amount amounts to any Lender Lender, or any Governmental Authority for the account of any Lender Lender, pursuant to Section 2.235.02 (Taxes), then at the request of the Borrower such Lender shall, at the Borrower’s requestas applicable, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans or obligations in respect of any Letters of Credit issued hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or Issuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 5.02 (Taxes) or 2.23, Section 5.01 (Increased Costs) (as the case may be), in the future future, and (ii) in each case, would not subject such Lender or Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Lender in connection with any such designation or assignment.

Mitigation of Obligations. If any Lender or Issuing Lender Purchaser requests compensation under Section 2.13, 2.19(a) or if the Borrower is required requires Issuer to pay any Indemnified Taxes, Other Taxes, Taxes or additional amount amounts to any Lender Purchaser or any Governmental Authority for the account of any Lender Purchaser pursuant to Section 2.232.20, then such Lender shall, Purchaser shall (at the Borrower’s request, request of Issuer) use reasonable efforts (subject to overall policy considerations of such Purchaser) to designate a different lending office for funding or booking its Loans or obligations in respect of any Letters of Credit issued Notes purchased hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the sole judgment of such Lender or Issuing LenderPurchaser, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.19 or 2.23, 2.20 as the case may be, in the future future, and (ii) would not subject such Lender or Issuing Lender Purchaser to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing LenderPurchaser. The Borrower Issuer hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Lender Purchaser in connection with any such designation or assignment. A Purchaser shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling the Issuer to require such assignment cease to apply.