Common use of Mitigation of Obligations Clause in Contracts

Mitigation of Obligations. (a) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 or Section 2.21, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant to Section 2.28, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Appears in 3 contracts

Samples: Credit Agreement (Aaron's Company, Inc.), Credit Agreement (Aaron's Company, Inc.), Credit Agreement (Aaron's Company, Inc.)

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Mitigation of Obligations. (a) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 or Section 2.21, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant to Section 2.28, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an the Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such the Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such the Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Aaron's Inc)

Mitigation of Obligations. (a) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 or Section 2.21, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) . If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant to Section 2.28, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) . The Borrower shall not be required to compensate a Lender or an Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Appears in 2 contracts

Samples: Credit Agreement (Aaron's Company, Inc.), Credit Agreement

Mitigation of Obligations. (aw) If any Lender Lender, the Issuing Bank or the Guarantee Bank requests compensation under Section 2.192.12(a) or (b) or delivers a notice pursuant to Section 2.12(e) or (g), or (x) if the Borrower is required to pay any additional amount to any Lender Lender, the Issuing Bank, the Guarantee Bank or any Governmental Authority for the account of any Lender Lender, the Issuing Bank or the Guarantee Bank pursuant to Section 2.212.15, (y) if the Issuing Bank is not obligated to issue a Letter of Credit pursuant to Section 2.17(k) or (z) if the Guarantee Bank is not obligated to issue a Bank Guarantee pursuant to Section 2.18(k), then such Lender Lender, the Issuing Bank or the Guarantee Bank, as the case may be, shall use reasonable efforts to designate a different lending office for funding or booking its Revolving Loans or issuing Letters of Credit or Bank Guarantees, as the case may be, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole reasonable judgment of such Lender, the Issuing Bank or the Guarantee Bank, such designation or assignment (i) would eliminate or reduce materially amounts payable under pursuant to Section 2.19 2.12(a), 2.12(b) or Section 2.212.15, as the case may be, in the future and future, or eliminate the matters described in Section 2.12(e), Section 2.12(g), Section 2.17(k) or Section 2.18(k), as the case may be, (ii) would not subject such Lender Lender, the Issuing Bank or the Guarantee Bank to any unreimbursed cost or expense expense, (iii) would not require such Lender, the Issuing Bank or the Guarantee Bank to take any action materially inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be disadvantageous in any material respect to such Lender, the Issuing Bank or the Guarantee Bank. The Borrower agrees to shall pay all reasonable out-of-pocket costs and expenses incurred by any Lender Lender, the Issuing Bank or the Guarantee Bank in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant to Section 2.28, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any certificate setting forth such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.and

Appears in 1 contract

Samples: Credit Agreement

Mitigation of Obligations. (aw) If any Lender Lender, the Issuing Bank or the Guarantee Bank requests compensation under Section 2.192.12(a) or (b) or delivers a notice pursuant to Section 2.12(e) or (g), or (x) if the Borrower is required to pay any additional amount to any Lender Lender, the Issuing Bank, the Guarantee Bank or any Governmental Authority for the account of any Lender Lender, the Issuing Bank or the Guarantee Bank pursuant to Section 2.212.15, (y) if the Issuing Bank is not obligated to issue a Letter of Credit pursuant to Section 2.17(k) or (z) if the Guarantee Bank is not obligated to issue a Bank Guarantee pursuant to Section 2.18(k), then such Lender Lender, the Issuing Bank or the Guarantee Bank, as the case may be, shall use reasonable efforts to designate a different lending office for funding or booking its Revolving Loans or issuing Letters of Credit or Bank Guarantees, as the case may be, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole reasonable judgment of such Lender, the Issuing Bank or the Guarantee Bank, such designation or assignment (i) would eliminate or reduce materially amounts payable under pursuant to Section 2.19 2.12(a), 2.12(b) or Section 2.212.15, as the case may be, in the future and future, or eliminate the matters described in Section 2.12(e), Section 2.12(g), Section 2.17(k) or Section 2.18(k), as the case may be, (ii) would not subject such Lender Lender, the Issuing Bank or the Guarantee Bank to any unreimbursed cost or expense expense, (iii) would not require such Lender, the Issuing Bank or the Guarantee Bank to take any action materially inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be disadvantageous in any material respect to such Lender, the Issuing Bank or the Guarantee Bank. The Borrower agrees to shall pay all reasonable out-of-pocket costs and expenses incurred by any Lender Lender, the Issuing Bank or the Guarantee Bank in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting . A certificate setting forth such costs and expenses submitted by such Lender, the Issuing Bank or if any Lender is not an Accepting Lender pursuant the Guarantee Bank, as case may be, to Section 2.28, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period Agent shall be extended to include the period of such retroactive effectconclusive absent manifest error.

Appears in 1 contract

Samples: Credit Agreement

Mitigation of Obligations. (a) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 or Section 2.21, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant to Section 2.28, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an the Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such the Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such the Issuing Bank’s intention to claim compensation therefor; provided, provided further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Aaron's Inc)

Mitigation of Obligations. (a) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 or Section 2.21, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant defaults in its obligation to Section 2.28fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an Table of Contents amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee Eligible Assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Appears in 1 contract

Samples: Revolving Credit Agreement (Ndchealth Corp)

Mitigation of Obligations. (a) If any Lender requests compensation under Section 2.192.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.212.19, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 2.17 or Section 2.212.19, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.192.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.212.19, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant defaults in its obligation to Section 2.28fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 2.17 or payments required to be made pursuant to Section 2.212.19, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an the Issuing Bank under Section 2.192.17, 2.20 2.18 or 2.21 2.19 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such the Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such the Issuing Bank’s intention to claim compensation therefor; provided, provided further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Appears in 1 contract

Samples: Revolving Credit Agreement (Aaron Rents Inc)

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Mitigation of Obligations. Replacement of ----------------------------------------- Lenders. ------- (a) If any Lender requests compensation under Section 2.192.17, or if the Borrower is required to pay any additional amount to any ------------ Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.212.19, then such Lender shall use reasonable efforts to designate a ------------ different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 2.17 or ------------ Section 2.212.19, as the case may be, in the future and (ii) would not subject such ------------ Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.192.17, or if the Borrower is required to pay any additional amount to any ------------ Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.212.19, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant defaults in its obligation to Section 2.28fund Loans ------------ hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under ------------ - this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the -------- prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 2.17 or payments required to ------------ be made pursuant to Section 2.212.19, such assignment will result in a reduction in ------------ such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Appears in 1 contract

Samples: Revolving Credit Agreement (Watsco Inc)

Mitigation of Obligations. (a) If any Lender requests compensation under Section 2.193.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.213.01, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 3.04 or Section 2.213.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.193.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.213.01, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant defaults in its obligations to Section 2.28fund Loans hereunder, then the Borrower may, at its sole expense and effort, so long as no Event of Default has occurred and is continuing, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)10.7) all its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee Eligible Assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 3.04 or payments required to be made pursuant to Section 2.213.01, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation (i) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. apply or (cii) The if the circumstance entitling the Borrower shall not to require such assignment and delegation apply to more than one Lender (each an “Affected Lender”) at such time and, if such circumstance involves any payment to be made by the Borrower, the amount required to compensate a be paid by the Borrower in respect of such Lender or an Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more is not materially greater than six (6) months prior the respective amounts required to be paid to the date that other Affected Lenders at such Lender or time, unless all such Issuing Bank notifies the Borrower of such increased costs or reductions Affected Lenders are required to assign and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provideddelegate their interests, further, that if any Change rights and obligations under this Agreement in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effectaccordance with this Section 3.08(b).

Appears in 1 contract

Samples: Credit Agreement (Ndchealth Corp)

Mitigation of Obligations. Replacement of ----------------------------------------- Lenders. ------- (a) If any Lender requests compensation under Section 2.19, ------------ or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.21, ------------ then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 or Section 2.21, as the ------------ ------------ case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.19, ------------ or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if ------------ any Lender is a Defaulting Lender, unable to make Eurodollar Loans for the reasons set forth in Section 2.18 or if any Lender is not an Accepting Lender pursuant defaults in its obligation to Section 2.28fund Loans ------------ hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement --------------- (other than any outstanding Competitive Bid Loans held by such Lender) to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written -------- consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans (other than any outstanding Competitive Bid Loans) owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, ------------ ------------ such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation ifif , prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Certegy Inc)

Mitigation of Obligations. (aw) If any Lender Lender, the Issuing Bank or the Guarantee Bank requests compensation under Section 2.192.12(a) or (b) or delivers a notice pursuant to Section 2.12(e) or (g), or (x) if the Borrower is required to pay any additional amount to any Lender Lender, the Issuing Bank, the Guarantee Bank or any Governmental Authority for the account of any Lender Lender, the Issuing Bank or the Guarantee Bank pursuant to Section 2.212.15, (y) if the Issuing Bank is not obligated to issue a Letter of Credit pursuant to Section 2.17(k) or (z) if the Guarantee Bank is not obligated to issue a Bank Guarantee pursuant to Section 2.18(k), then such Lender Lender, the Issuing Bank or the Guarantee Bank, as the case may be, shall use reasonable efforts to designate a different lending office for funding or booking its Revolving Loans or issuing Letters of Credit or Bank Guarantees, as the case may be, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole reasonable judgment of such Lender, the Issuing Bank or the Guarantee Bank, such designation or assignment (i) would eliminate or reduce materially amounts payable under pursuant to Section 2.19 2.12(a), 2.12(b) or Section 2.212.15, as the case may be, in the future and future, or eliminate the matters described in Section 2.12(e), Section 2.12(g), Section 2.17(k) or Section 2.18(k), as the case may be, (ii) would not subject such Lender Lender, the Issuing Bank or the Guarantee Bank to any unreimbursed cost or expense expense, (iii) would not require such Lender, the Issuing Bank or the Guarantee Bank to take any action materially inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be disadvantageous in any material respect to such Lender, the Issuing Bank or the Guarantee Bank. The Borrower agrees to shall pay all reasonable out-of-pocket costs and expenses incurred by any Lender Lender, the Issuing Bank or the Guarantee Bank in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant to Section 2.28, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.certificate setting forth

Appears in 1 contract

Samples: Credit Agreement

Mitigation of Obligations. (a) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans 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, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 or Section 2.21, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant to Section 2.28, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (c) The Borrower shall not be required to compensate a Lender or an the Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or such the Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or such the Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Aaron's Inc)

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