Mitigation; Exculpation; Replacement Lender Sample Clauses
The 'Mitigation; Exculpation; Replacement Lender' clause primarily outlines the responsibilities of lenders and borrowers to minimize losses or adverse effects arising from changes in law, increased costs, or other triggering events under a loan agreement. In practice, this clause may require a lender to take reasonable steps to reduce or avoid additional costs, such as transferring its rights to another branch or entity, and allows the borrower to replace a lender that is unable or unwilling to mitigate such issues. Its core function is to ensure fairness by preventing unnecessary financial burdens on the borrower and providing a mechanism to resolve lender-related obstacles, thereby maintaining the smooth operation of the loan arrangement.
Mitigation; Exculpation; Replacement Lender. Each Lender agrees that it will promptly notify the Borrowers in writing upon its becoming aware that any payments are to become due to it under this Credit Agreement pursuant to Section 2.12 or 2.13. Each Lender further agrees that it will use reasonable efforts not materially disadvantageous to it (in its reasonable determination) in order to avoid or minimize, as the case may be, the payment by the Borrowers of any additional amounts pursuant to Section 2.12 or 2.13. Each Lender represents, to the best of its knowledge, that as of the Closing Date no such amounts are payable to it.
Mitigation; Exculpation; Replacement Lender a. Each Lender further agrees that it will use reasonable efforts not materially disadvantageous to it (in its reasonable determination) in order to avoid or minimize, as the case may be, the payment by the Borrowers of any additional amounts pursuant to Section 2.12 or 2.13. Each Lender represents, to the best of its knowledge, that as of the Closing Date no such amounts are payable to it.
b. Borrowers shall not be liable to any Lender for any payments under Section 2.12 or 2.13 arising to the extent of such Lender's gross negligence or willful misconduct or for amounts which were incurred more than ninety (90) days prior to the date Borrowers are notified of the incurrence of such amount. If Borrowers make any payment to any Lender under Section 2.12 or 2.13 and such Lender subsequently receives a refund or a credit from the applicable Governmental Authority as a result of such payment, such Lender shall promptly pay the amount of such refund or credit to the Borrowers to the extent such Lender shall have previously received such amounts from the Borrowers.
c. If the Borrowers become obligated to pay additional amounts to any Lender described in Section 2.12 or 2.13, the Borrowers may designate a financial institution reasonably acceptable to the Agent Bank to replace such Lender by purchasing for cash and receiving an assignment of such Lender's Syndication Interest in the Credit Facility without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding amounts owing to such Lender, or, so long as no Default or Event of Default has occurred and remains continuing, may remove such Lender by paying to such Lender such purchase price and reducing the Credit Facility by an amount equal to the product of the Pro Rata Share of such Lender multiplied by the Aggregate Commitment then in effect prior to such removal.
Mitigation; Exculpation; Replacement Lender a. Each Lender agrees that it will promptly notify the Borrowers in writing upon its becoming aware that any payments are to become due to it under this Credit Agreement pursuant to Section 2.12 or 2.