Common use of Obligation to Mitigate Clause in Contracts

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time after the officer of such Lender 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 2.11 or 2.12, 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 portion of the Loan through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, pursuant to Section 2.11 or 2.12 to be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of 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 Loan portion or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above.

Obligation to Mitigate. Each Lender Bank agrees that, within a reasonable period of time as promptly as practicable after the officer of such Lender having primary responsibility Bank responsible for administering its portion of the Loan Advances becomes aware of the occurrence of an event or the existence of a condition that would entitle cause such Lender Bank to receive payments or exercise rights under Section 2.11 or 2.12, such Lender willbecome an Affected Bank, to the extent not inconsistent with the internal policies of such Lender Bank and any applicable legal or regulatory restrictionsrestrictions (as determined in the sole discretion of such Bank), (i) use reasonable efforts to (a) make, issue, fund or maintain its portion of the Loan Advances through another office of such LenderBank, or (bii) take such other measures as such Lender Bank may deem reasonable, if as a result thereof the circumstances which would cause such Bank to be an Affected Bank would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, pursuant to Section 2.11 or 2.12 to Bank as an Affected Bank would be materially reduced and if, as determined by such Lender Bank in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan such Advances through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loan portion Advances or the interests of such Lender; providedBank. Failure of any Bank to comply with the provisions of this Agreement shall not give rise to any defense on the part of Company to payment of the Indebtedness or the performance of any of its obligations under this Agreement or any of the Loan Documents and Company's damages, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 unless Borrower agrees to pay all incremental expenses incurred by such Lender if any, as a result of utilizing any non-compliance by any Bank with the provisions of this Section 11.9 shall be limited to the amount of any applicable additional amounts required to be paid by Company to such other office as described aboveBank under the provisions of Sections 3.4(c), 11.5 or 11.6.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time after the officer of if such Lender 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 requests payment under Section 2.11 2.16 or 2.122.17, 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 (a) make, issue, fund or maintain its portion of the Loan Credit Extensions, through another office of such LenderLender if, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause thereof, the additional amounts which would otherwise be required to be paid payable to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 2.16 or 2.12 to 2.17, as the case may be, in the future would be materially eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loan portion Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 2.18 unless Borrower agrees 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, within a reasonable period of time as promptly as practicable after the officer of such Lender having primary responsibility responsible for administering its portion of the Loan Loans 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 2.11 2.17 or 2.122.18, 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 portion of the Loan Term Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 2.17 or 2.12 to 2.18 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loan portion Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 2.19 unless Borrower agrees Borrowers agree to pay all incremental costs and 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 Borrowers pursuant to this Section 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Administrative Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time as promptly as practicable after the officer of such Lender having primary responsibility responsible for administering its portion of the Loan Term Loans 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 2.11 or 2.122.13, 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 portion of the Loan Term Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 or 2.12 to 2.13 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan 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 Loan portion Term Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 2.14 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 2.14 (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.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time as promptly as practicable after the officer of such Lender having primary responsibility responsible for administering its portion of Loans, as the Loan case may be, 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 2.11 2.12 or 2.122.13, 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 portion of the Loan Credit Extensions through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 2.12 or 2.12 to 2.13 would be materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, issuing, funding or maintaining of its portion of the Loan such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loan portion Loans or the interests of such Lender; provided, provided that such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 2.14 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 2.14 (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.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time as [*] as practicable after the officer of such Lender having primary responsibility responsible for administering its portion of the Loan Term Loans 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 2.11 2.13, 2.14 or 2.122.15, 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 portion of the Loan Credit Extensions, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 2.13, 2.14 or 2.12 to 2.15 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan 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 Loan portion Term Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 2.16 unless Borrower Company 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 Company pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time after the officer of if such Lender 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 requests payment under Section 2.11 2.18, 2.19 or 2.122.20, 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 portion of the Loan Credit Extensions, including any Affected Loans, through another office of such LenderLender if, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause thereof, the additional amounts which would otherwise be required to be paid payable to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 2.18, 2.19 or 2.12 to 2.20, as the case may be, in the future would be materially eliminated or reduced and if, as determined by such Lender in its sole discretionreasonable judgment, the making, issuing, funding or maintaining of its portion of the Loan such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loan portion Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 2.21 unless Borrower agrees to pay all incremental reasonable and documented out-of-pocket 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 2.21 (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.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time as promptly as practicable after the officer of such Lender having primary responsibility responsible for administering its portion of the Loan Loans 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 2.11 2.15 or 2.122.16, 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 portion of the Loan Credit Extensions through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 2.15 or 2.12 to 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan 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 Loan portion 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 2.13 2.17 unless Borrower agrees the Companies agree 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 the Companies pursuant to this Section 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Companies (with a copy to Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time after the officer of if such Lender 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 requests payment under Section 2.11 ‎2.16 or 2.12‎2.17, 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 (a) make, issue, fund or maintain its portion of the Loan Credit Extensions, through another office of such LenderLender if, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause thereof, the additional amounts which would otherwise be required to be paid payable to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 ‎2.16 or 2.12 to ‎2.17, as the case may be, in the future would be materially eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loan portion Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 ‎2.18 unless Borrower agrees 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, within a reasonable period of time after the officer of such Lender 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 2.11 or 2.122.7, 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 (ai) make, issue, fund or maintain its portion of the Loan through another office of such Lender, or (bii) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, pursuant to this Section 2.11 or 2.12 2.7 to be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of 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 Loan portion or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 2.7(c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time after the officer of such Lender 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 2.11 or 2.122.9, 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 (ai) make, issue, fund or maintain its portion of the Loan through another office of such Lender, or (bii) take such other measures as such Lender may 62383226 42 deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, pursuant to this Section 2.11 or 2.12 2.9 to be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of 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 Loan portion or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 2.9(g) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above.

Obligation to Mitigate. Each Lender Holder agrees that, within a reasonable period of time as promptly as practicable after the officer of such Lender having primary responsibility Holder responsible for administering its portion of the Loan Notes becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender Holder to receive payments or exercise rights under Section 2.11 2.17 or 2.122.18, such Lender it will, to the extent not inconsistent with the internal policies of such Lender Holder and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its portion of the Loan Notes through another office of such LenderHolder, or (b) take such other measures as such Lender Holder may deem reasonable, if as a result thereof the circumstances which would cause or the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, Holder pursuant to Section 2.11 2.17 or 2.12 to 2.18 would be materially reduced and if, as determined by such Lender Holder in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan such Notes through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loan portion Notes or the interests of such LenderHolder; provided, such Lender Holder will not be obligated to utilize such other office pursuant to this Section 2.13 2.19 unless Borrower agrees Co-Issuers agree to pay all incremental costs and expenses incurred by such Lender Holder as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Co-Issuers pursuant to this Section 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Holder to Administrative Co-Issuer (with a copy to Note Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time as promptly as practicable after the officer of such Lender having primary responsibility responsible for administering its portion of the Loan Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Sections 2.18 or exercise rights under Section 2.11 or 2.122.19, such Lender willit shall, 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 portion of the Loan Loans through another office of such Lender, Lender or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 Sections 2.18 or 2.12 to 2.19 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan 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 Loan portion Commitments or Loans or the interests of such Lender; provided, provided that such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.13 2.20 unless the Borrower agrees to pay all incremental expenses incurred by such Lender Lxxxxx as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.

Obligation to Mitigate. Each Lender agrees that, within a reasonable period of time as promptly as practicable after the officer of such Lender having primary responsibility responsible for administering its portion of the Loan 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 or exercise rights under Section 2.11 2.18, 2.19 or 2.122.20, such Lender willit shall, 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 portion of the Loan Credit Extensions through another office of such Lender, Lender or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, Lender pursuant to Section 2.11 2.18, 2.19 or 2.12 to 2.20 would be materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, issuing, funding or maintaining of its portion of the Loan such Revolving Commitments, Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loan portion Revolving Commitments, Loans or the interests of such Lender; provided, that such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above.97