Common use of Obligation to Mitigate Clause in Contracts

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 or 2.17, 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, fund or maintain its Credit Extensions, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.16 or 2.17, 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, funding or maintaining of Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 unless the Borrowers agree to pay all reasonable and documented 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 incremental expenses payable by the Borrowers pursuant to this Section 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 2.13, 2.14 or 2.172.15, 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 Credit Extensions, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.16 2.13, 2.14 or 2.172.15, 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 such Loans or the interests of such Lender; provided, provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.16 unless the Borrowers agree Borrower agrees to pay all reasonable and documented incremental expenses incurred by such Lender as a result of utilizing such other office as described aboveabove and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such incremental expenses payable by the Borrowers Borrower pursuant to this Section 2.18 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 2.13, 2.14 or 2.172.15, 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 Credit Extensions, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.16 2.13, 2.14 or 2.172.15, 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 such Loans or the interests of such Lender; provided, provided that (1) such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.16 unless the Borrowers agree Borrower agrees to pay all reasonable and documented incremental expenses incurred by such Lender as a result of utilizing such other office as described aboveabove and (2) such payment may only be requested by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to the facility provided hereunder. A certificate as to the amount of any such incremental expenses payable by the Borrowers Borrower pursuant to this Section 2.18 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if within a reasonable period of time after the officer of such Lender requests payment having primary responsibility for administering its portion of the Loan becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments or exercise rights under Section 2.16 2.11 or 2.172.12, 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 (a) make, issue, fund or maintain its Credit Extensions, portion of the Loan through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause the additional amounts payable which would otherwise be required to be paid to such Lender Lender, or invoke the rights of such Lender, pursuant to Section 2.16 2.11 or 2.17, as the case may be, in the future would 2.12 to be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of Loans its portion of the Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans Loan portion or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.13 unless the Borrowers agree Borrower agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers pursuant to this Section 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 2.16, 2.17 or 2.172.18, 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 Credit Extensions, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.16 2.16, 2.17 or 2.172.18, 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 Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments or Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.19 unless the Borrowers agree Company agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers Company pursuant to this Section 2.18 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.16 2.13, 2.14 or 2.172.15, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.16 2.13, 2.14 or 2.17, as the case may be, in the future 2.15 would be eliminated or materially 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 such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.16 unless the Borrowers agree Company agrees to pay all reasonable and documented incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (a) above. A certificate as to the amount of any such incremental expenses payable by the Borrowers Company pursuant to this Section 2.18 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.16 1.14, 1.15 or 2.171.16, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, fund or maintain its Credit ExtensionsLoans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.16 1.14, 1.15 or 2.17, as the case may be, in the future 1.16 would be eliminated or materially 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 such Loans or the interests of such Lender; provided, provided such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 1.17 unless the Borrowers agree Borrower agrees to pay all reasonable and documented incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (a) above. A certificate as to the amount of any such incremental expenses payable by the Borrowers Borrower pursuant to this Section 2.18 1.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Borrower (with a copy to Administrative the Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that(other than AMC and its affiliates) shall, if after an officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.16 or 2.17, then such Lender will2.15, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, Term Loans through another office of such Lender ifLender, or (b) take such other reasonable measures, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.15 or 2.16 or 2.17, as the case may be, in the future would be eliminated or materially reduced and if, as determined by such Lender in its sole good faith business discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; providedprovided that, such Lender will not be obligated to utilize such other office or take any action pursuant to this Section 2.18 2.17 unless the Borrowers agree Parent Borrower agrees to pay all reasonable and documented incremental out-of-pocket expenses incurred by such Lender as a result of utilizing such other office or taking such action as described above. A certificate as to the amount of any such incremental expenses payable by the Borrowers Parent Borrower pursuant to this Section 2.18 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Parent Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if within a reasonable period of time after the officer of such Lender requests payment having primary responsibility for administering its portion of the Loan becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments or exercise rights under this Section 2.16 or 2.172.9, 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 (i) make, issue, fund or maintain its Credit Extensions, portion of the Loan through another office of such Lender, or (ii) take such other measures as such Lender ifmay 62383226 42 deem reasonable, if as a result thereof, thereof the circumstances which would cause the additional amounts payable which would otherwise be required to be paid to such Lender Lender, or invoke the rights of such Lender, pursuant to this Section 2.16 or 2.17, as the case may be, in the future would 2.9 to be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of Loans its portion of the Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans Loan portion or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.9(g) unless the Borrowers agree Borrower agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers pursuant to this Section 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.16 or 2.175.05, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (at the request of the Borrower) to makedesignate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, fund branches or maintain its Credit Extensionsaffiliates, through another office if, in the judgment of such Lender ifLender, as a result thereofof such designation or assignment, the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.16 or 2.17, as the case may be, in the future 5.05 would be eliminated or reduced and if, as determined by such Lender in good faith but in its sole discretion, the making, issuing, funding or maintaining of Loans through such other office or in accordance with such other measures, as the case may be, (i) would not subject such Lender to any unreimbursed cost or expense and (ii) would not be otherwise adversely affect such Loans or the interests of disadvantageous to such Lender; provided, provided that such Lender will not be obligated to utilize such other another office pursuant to this Section 2.18 5.06 unless the Borrowers agree Borrower agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers Borrower pursuant to this Section 2.18 (setting forth in reasonable detail the basis for requesting such amount) 5.06 submitted by such Lender to the Borrowers (with a copy to Administrative Agent) Borrower shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.15, 2.16 or 2.17, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.15, 2.16 or 2.17, as the case may be, in the future 2.17 would be eliminated or materially 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 such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 unless the Borrowers agree Company agrees to pay all reasonable costs and documented 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 incremental expenses payable by the Borrowers Company pursuant to this Section 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.14) agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Commitments or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to receive payments under Section 2.16 2.12 or 2.172.13, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, as a result thereof, if the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.16 2.12 or 2.17, as the case may be, in the future 2.13 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of Loans such Commitments or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans Commitments or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.14 unless the Borrowers agree Account Party agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers Account Party pursuant to this Section 2.18 2.14 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Account Party (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 Sections 2.15 or 2.172.16, 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 Credit Extensions, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.16 Sections 2.15 or 2.172.16, 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 Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.17 unless the Borrowers Credit Parties agree to pay all reasonable and documented 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 incremental expenses payable by the Borrowers Credit Parties pursuant to this Section 2.18 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Credit Party Representative (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. (a) Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.16 2.13 or 2.172.14, then such Lender it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, Extensions through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.16 2.13 or 2.17, as the case may be, in the future 2.14 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided, provided such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.15 unless the Borrowers agree Borrower agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers Borrower pursuant to this Section 2.18 2.15 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if within a reasonable period of time after the officer of such Lender requests payment having primary responsibility for administering its portion of the Loan becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments or exercise rights under this Section 2.16 or 2.172.7, 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 (i) make, issue, fund or maintain its Credit Extensions, portion of the Loan through another office of such Lender, or (ii) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause the additional amounts payable which would otherwise be required to be paid to such Lender Lender, or invoke the rights of such Lender, pursuant to this Section 2.16 or 2.17, as the case may be, in the future would 2.7 to be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of Loans its portion of the Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans Loan portion or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.7(c) unless the Borrowers agree Borrower agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers pursuant to this Section 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 2.17, 2.18 or 2.172.19, 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 Credit Extensions, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.16 2.17, 2.18 or 2.172.19, as the case may be, in the future would be eliminated or reduced and if, as determined by such Lender in its sole reasonable 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 such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.20 unless the Borrowers agree Company agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers Company pursuant to this Section 2.18 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 2.17, 2.18 or 2.172.19, 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 Credit Extensions, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.16 2.17, 2.18 or 2.172.19, 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 such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.20 unless the Borrowers agree Company agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers Company pursuant to this Section 2.18 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Company (with a copy to Administrative Agent) shall be conclusive absent manifest error. .

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 ‎2.16 or 2.17‎2.17, 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, fund or maintain its Credit Extensions, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.16 ‎2.16 or 2.17‎2.17, 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, funding or maintaining of Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 ‎2.18 unless the Borrowers agree to pay all reasonable and documented 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 incremental expenses payable by the Borrowers pursuant to this Section 2.18 ‎2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 Sections 2.17 or 2.172.18, 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 Credit Extensions, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.16 Sections 2.17 or 2.172.18, as the case may be, in the future would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.19 unless the Borrowers Companies agree to pay all reasonable and documented 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 incremental expenses payable by the Borrowers Companies pursuant to this Section 2.18 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Company Representative (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that(other than AMC and its affiliates) shall, if after an officer of such Lender requests payment responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.16 or 2.17, then such Lender will2.14, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, Term Loans through another office of such Lender ifLender, or (b) take such other reasonable measures, if as a result thereof, thereof the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.16 2.14 or 2.17, as the case may be, in the future 2.15 would be eliminated or materially reduced and if, as determined by such Lender in its sole good faith business discretion, the making, issuing, funding or maintaining of such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Term Loans or the interests of such Lender; provided-41- provided that, such Lender will not be obligated to utilize such other office or take any action pursuant to this Section 2.18 2.16 unless the Borrowers agree Parent Borrower agrees to pay all reasonable and documented incremental out-of-pocket expenses incurred by such Lender as a result of utilizing such other office or taking such action as described above. A certificate as to the amount of any such incremental expenses payable by the Borrowers Parent Borrower pursuant to this Section 2.18 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Parent Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, if as promptly as practicable after the officer of such Lender requests payment responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.16 or 2.17, then such Lender 2.18 or 2.19, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender ifmay deem reasonable, if as a result thereof, thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts payable which would otherwise be required to be paid to such Lender pursuant to Section 2.16 or 2.17, as the case may be, in the future 2.18 or 2.19 would be eliminated or materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided, provided such Lender will not be obligated to utilize such other office pursuant to this Section 2.18 2.20 unless the Borrowers agree Company agrees to pay all reasonable and documented 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 incremental expenses payable by the Borrowers Company pursuant to this Section 2.18 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.