Common use of Mitigation of Circumstances; Replacement of Lenders Clause in Contracts

Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrower to pay any amount pursuant to Section 3.1 or 3.2 or (ii) the occurrence of any circumstances described in Section 3.3 or 3.4 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower and Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrower of) any event described in clause (i) or (ii) above and such designation would not, in such Lender's sole judgment, be otherwise disadvantageous to such Lender. Furthermore, each Lender shall, at Borrower's expense, execute such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds or other amounts in respect of payments or circumstances described in this Section 3.

Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender or the Issuing Bank, as applicable, shall promptly notify Borrower each Borrowing Agent and Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's ’s or the Issuing Bank’s sole judgment, otherwise disadvantageous to such LenderLender or the Issuing Bank, as applicable) to mitigate or avoid, (i) any obligation by Borrower Borrowers to pay any amount pursuant to Section 3.1 3.7 or 3.2 3.10 or (ii) the occurrence of any circumstances described in Section 3.3 or 3.4 3.8 (and, if any Lender or the Issuing Bank has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender or the Issuing Bank, as applicable, shall promptly so notify Borrower each Borrowing Agent and Agent). Without limiting the foregoing, each Lender or the Issuing Bank, as applicable, will designate a different funding office if such designation will avoid (or reduce the cost to Borrower Borrowers of) any event described in clause (i) or (ii) above and such designation would will not, in such Lender's ’s sole judgment, be otherwise disadvantageous to such Lender. Furthermore, each Lender shall, at Borrower's expense, execute such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds or other amounts in respect of payments or circumstances described in this Section 3.

Mitigation of Circumstances; Replacement of Lenders. (ai) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's ’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrower to pay any amount pursuant to Section 3.1 Sections 7.9 or 3.2 8.1 or (ii) the occurrence of any circumstances described in Section 3.3 Sections 8.2 or 3.4 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower and Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrower of) any event described in clause (i) or (ii) above and such designation would will not, in such Lender's ’s sole judgment, be otherwise disadvantageous to such Lender. Furthermore, each Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender shall, at Borrower's expense, execute in connection with any such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds designation or other amounts in respect of payments or circumstances described in this Section 3assignment.

Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's sole ’s reasonable judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrower to pay any amount pursuant to Section 3.1 or 3.2 or (ii) the occurrence of any circumstances described in Section 3.3 or 3.4 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower and Agent). Without limiting the foregoing, each Lender will provide to Borrower or file any document or instrument reasonably requested by Borrower or designate a different funding office if providing or filing such document or instrument or making such designation will avoid (or reduce the cost to Borrower of) any event described in clause (i) or (ii) above and such designation would not, in such Lender's ’s sole judgment, be otherwise disadvantageous to such Lender. Furthermore, each Lender shall, at Borrower's expense, execute such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds or other amounts in respect of payments or circumstances described in this Section 3.

Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall promptly notify Borrower the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's ’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrower the Company to pay any amount pursuant to Section 3.1 7.6 or 3.2 8.1 or (ii) the occurrence of any circumstances described in Section 3.3 8.2 or 3.4 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will mitigate or avoid (or reduce the cost to Borrower the Company of) any event described in clause (i) or (ii) above and such designation would will not, in such Lender's ’s sole judgment, be otherwise disadvantageous to such Lender. Furthermore, each Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender shall, at Borrower's expense, execute in connection with any such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds designation or other amounts in respect of payments or circumstances described in this Section 3assignment.

Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall promptly notify Borrower and Second Lien Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's sole ’s reasonable judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrower to pay any amount pursuant to Section 3.1 or 3.2 or (ii) the occurrence of any circumstances described in Section 3.3 or 3.4 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower and Second Lien Agent). Without limiting the foregoing, each Lender will provide to Borrower or file any document or instrument reasonably requested by Borrower or designate a different funding office if providing or filing such document or instrument or making such designation will avoid (or reduce the cost to Borrower of) any event described in clause (i) or (ii) above and such designation would not, in such Lender's ’s sole judgment, be otherwise disadvantageous to such Lender. Furthermore, each Lender shall, at Borrower's expense, execute such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds or other amounts in respect of payments or circumstances described in this Section 3.

Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's ’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrower to pay any amount pursuant to Section 3.1 7.9 or 3.2 Section 8.1 or (ii) the occurrence of any circumstances described in Section 3.3 8.2 or 3.4 Section 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower and Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrower of) any event described in clause (i) or (ii) above and such designation would will not, in such Lender's ’s sole judgment, be otherwise disadvantageous to such Lender. Furthermore, each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender shall, at Borrower's expense, execute in connection with any such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds designation or other amounts in respect of payments or circumstances described in this Section 3assignment.

Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall promptly notify Borrower and Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's ’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrower to pay any amount pursuant to Section 3.1 Sections 7.6 or 3.2 8.1 or (ii) the occurrence of any circumstances described in Section 3.3 Sections 8.2 or 3.4 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower and Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrower of) any event described in clause (i) or (ii) above and such designation would will not, in such Lender's ’s sole judgment, be otherwise disadvantageous to such Lender. Furthermore, each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender shall, at Borrower's expense, execute in connection with any such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds designation or other amounts in respect of payments or circumstances described in this Section 3assignment.

Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall promptly notify Borrower the Loan Party Representative and the Administrative Agent of any event of which it has knowledge which will or is likely to result in, and will use reasonable commercial efforts available to it (and notother than the taking of any such action which, in such Lender's ’s sole judgment, imposes any expense upon or is otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrower the Borrowers to pay any amount pursuant to Section 3.1 7.6 or 3.2 8.1 or (ii) the occurrence of any circumstances described in Section 3.3 8.2 or 3.4 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower the Loan Party Representative and the Administrative Agent); provided that the failure by any Lender to provide pay prospective notice of any such possible event shall not reduce or diminish such Lender’s remedies or the Loan Parties’ obligations hereunder. Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrower the Borrowers of) any event described in clause (i) or (ii) above and such designation would will not, in such Lender's ’s sole judgment, impose aggregate expenses in excess of $1,000 on such Lender or be otherwise disadvantageous to such Lender. Furthermore, each Lender shall, at Borrower's expense, execute such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds or other amounts in respect of payments or circumstances described in this Section 3.

Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall promptly notify Borrower the Loan Party Representative and the Administrative Agent of any event of which it has knowledge which will or is likely to result in, and will use reasonable commercial efforts available to it (and notother than the taking of any such action which, in such Lender's ’s sole judgment, imposes any expense upon or is otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrower the Borrowers to pay any amount pursuant to Section 3.1 7.6 or 3.2 8.1 or (ii) the occurrence of any circumstances described in Section 3.3 8.2 or 3.4 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower the Loan Party Representative and the Administrative Agent); provided that the failure by any Lender to provide prospective notice of any such possible event shall not reduce or diminish such Lender’s remedies or the Loan Parties’ obligations hereunder. Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrower the Borrowers of) any event described in clause (i) or (ii) above and such designation would will not, in such Lender's ’s sole judgment, impose aggregate expenses in excess of $1,000 on such Lender or be otherwise disadvantageous to such Lender. Furthermore, each Lender shall, at Borrower's expense, execute such documents, perform such further acts and otherwise cooperate with Borrower to the extent reasonably necessary for Borrower to obtain any refunds or other amounts in respect of payments or circumstances described in this Section 3.