Common use of Obligation to Mitigate; Replacement of Increased Cost Lenders Clause in Contracts

Obligation to Mitigate; Replacement of Increased Cost Lenders. Each Lender agrees that, if such Lender requests payment under Section 3.7 or 5.9, then such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund or maintain its Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 3.7 or 5.9, as the case may be, in the future would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 5.9.6 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 5.9.6 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error. Anything contained herein to the contrary notwithstanding, in the event that: (i) any Lender (an “Increased Cost Lender”) shall give notice to Borrower that such Lender is entitled to receive payments under Section 3.7 or 5.9, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) (i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 4.2.3 within five Business Days after Borrower’s request that it cure such default; then, with respect to each such Increased Cost Lender or Defaulting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 14.3 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 3.7 or 5.9, as applicable; or otherwise as if it were a prepayment Section 5.7(c); and (3) such assignment does not conflict with Applicable Law. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 14.3. In the event that a Lender does not comply US-DOCS\144726423.10 with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.3 on behalf of a Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.3.

Obligation to Mitigate; Replacement of Increased Cost Lenders. Each Lender agrees that, if such Lender requests payment under Section 3.7 or 5.9, then such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund or maintain its Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 3.7 or 5.9, as the case may be, in the future would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 5.9.6 unless Borrower Xxxxxxxx agrees to pay all incremental expenses incurred by such Lender Xxxxxx as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 5.9.6 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error. Anything contained herein to the contrary notwithstanding, in the event that: (i) any Lender (an “Increased Cost Lender”) shall give notice to Borrower that such Lender is entitled to receive payments under Section 3.7 or 5.9, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) (i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 4.2.3 within five Business Days after BorrowerXxxxxxxx’s request that it cure such default; then, with respect to each such Increased Cost Lender or Defaulting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 14.3 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Defaulting Lender; provided, , (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of an amount equal to the principal of, and all accrued interest on, all outstanding Loans 122 of the Terminated Lender; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 3.7 or 5.9, as applicable; or otherwise as if it were a prepayment Section 5.7(c); and (3) such assignment does not conflict with Applicable Law. Upon the 123 prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 14.3. In the event that a Lender does not comply US-DOCS\144726423.10 with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.3 on behalf of a Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.3.Section

Obligation to Mitigate; Replacement of Increased Cost Lenders. Each Lender agrees that, if such Lender requests payment under Section 3.7 or 5.9, then such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund or maintain its Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 3.7 or 5.9, as the case may be, in the future would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 5.9.6 5.10.3 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 5.9.6 5.10.3 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error. Anything contained herein to the contrary notwithstanding, in the event that: (i) any Lender (an “Increased Cost "Increased‑Cost Lender”") shall give notice to Borrower that such Lender is entitled to receive payments under Section 3.7 or 5.9, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s 's request for such withdrawal; or (b) (i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 4.2.3 within five Business Days after Borrower’s 's request that it cure such default; then, with respect to each such Increased Cost Increased‑Cost Lender or Defaulting Lender (the “"Terminated Lender”"), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans if any, in full to one or more Eligible Assignees (each a “"Replacement Lender”") in accordance with the provisions of Section 14.3 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 3.7 or 5.9, as applicable; or otherwise as if it were a prepayment Section 5.7(c); and (3) such assignment does not conflict with Applicable Law. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “"Lender” " for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 14.3. In the event that a Lender does not comply US-DOCS\144726423.10 with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.3 on behalf of a Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.3.

Obligation to Mitigate; Replacement of Increased Cost Lenders. Each Lender agrees that, if such Lender requests payment under Section 3.7 or 5.9, then such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund or maintain its Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 3.7 or 5.9, as the case may be, in the future would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 5.9.6 5.10.3 unless Borrower agrees to pay all incremental expenses incurred by such Lender Xxxxxx as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 5.9.6 5.10.3 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error. Anything contained herein to the contrary notwithstanding, in the event that: (i) any Lender (an “Increased Increased-Cost Lender”) shall give notice to Borrower that such Lender is entitled to receive payments under Section 3.7 or 5.9, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) (i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 4.2.3 within five Business Days after Borrower’s request that it cure such default; then, with respect to each such Increased Increased-Cost Lender or Defaulting Lender (the “Terminated Lender”), Borrower may, by giving US-DOCS\135051485.13 written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 14.3 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 3.7 or 5.9, as applicable; or otherwise as if it were a prepayment Section 5.7(c); and (3) such assignment does not conflict with Applicable Law. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 14.3. In the event that a Lender does not comply US-DOCS\144726423.10 with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.3 on behalf of a Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.3.