Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 (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.
Appears in 4 contracts
Sources: Second Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), First Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Credit and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)
Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.20) agrees that, as promptly as practicable after the officer of if such Lender responsible for administering its Loans becomes aware of the occurrence of an event requests payment under Section 2.17, 2.18 or the existence of a condition that would cause 2.19, then such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, 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 LenderLender if, 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 thereof, the additional amounts which would otherwise be required to be paid payable to such Lender pursuant to Section 2.182.17, 2.19 2.18 or 2.20 2.19, 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 the such Revolving Commitments, Loans 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 the Loanssuch Revolving Commitments, Loans 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 2.21 2.20 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 2.20 (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.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (ONE Group Hospitality, Inc.), Credit and Guaranty Agreement (ONE Group Hospitality, Inc.), Credit and Guaranty Agreement (ONE Group Hospitality, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.15, 2.19 2.16 or 2.202.17, 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 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 pursuant to Section 2.182.15, 2.19 2.16 or 2.20 2.17 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such 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 2.21 2.18 unless Company the Borrower agrees to pay all incremental expenses and costs 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 expenses payable by Company the Borrower pursuant to this Section 2.21 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (TiVo Corp), Abl Credit and Guaranty Agreement (TiVo Corp)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 Party or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.202.14 and/or Section 2.15, 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, 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 pursuant to Section 2.18, 2.19 or 2.20 2.14 and/or 2.15 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, 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 2.21 2.16 unless Company agrees to pay all reasonable and 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 expenses payable by Company pursuant to this Section 2.21 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.
Appears in 2 contracts
Sources: Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.14, 2.19 2.15 or 2.20, 2.16 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 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 pursuant to Section 2.182.14, 2.19 2.15 or 2.20 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.17 unless Company the Borrower of any Class agrees to pay all incremental expenses incurred by such Lender of such Class as a result of utilizing such other office as described in clause this Section 2.17(a) and (ab) above. A certificate as to the amount of any such expenses payable by Company such Borrower pursuant to this Section 2.21 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company each Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Governance Agreement (Och-Ziff Capital Management Group LLC), Senior Subordinated Term Loan and Guaranty Agreement (Och-Ziff Capital Management Group LLC)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of if such Lender responsible for administering its Loans becomes aware of the occurrence of an event requests payment under Section 2.13, 2.14 or the existence of a condition that would cause 2.15, then such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, 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 LenderLender if, 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 thereof, the additional amounts which would otherwise be required to be paid payable to such Lender pursuant to Section 2.182.13, 2.19 2.14 or 2.20 2.15, 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 the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.16 unless Company the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause above and (a2) abovesuch 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 expenses payable by Company the Borrower pursuant to this Section 2.21 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (FS Energy & Power Fund), Credit Agreement (FS Investment Corp III)
Obligation to Mitigate. Each Lender Bank (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender Bank responsible for administering its Loans 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 Bank to become an Affected Lender Bank or that would entitle such Lender Bank to receive payments under Section Sections 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender Bank 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 LenderBank, or (b) take such other measures as such Lender Bank may deem reasonable, if as a result thereof the circumstances which would cause such Lender Bank to be an Affected Lender Bank would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender Bank pursuant to Section Sections 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender Bank in its sole discretion, the making, issuing, funding or maintaining of the such Revolving Commitments, Loans 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 the Loanssuch Revolving Commitments, Loans or Letters of Credit or the interests of such LenderBank; provided, such Lender Bank will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company each Borrower agrees to pay all incremental expenses incurred by such Lender Bank as a result of utilizing such other office as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company each Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender Bank to Company such Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans 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 2.182.14, 2.19 2.15 or 2.202.16, 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 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 pursuant to Section 2.182.14, 2.19 2.15, or 2.20 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.17 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Mills Limited Partnership), Credit and Guaranty Agreement (Mills Corp)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the 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 the Loans, 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 2.21 unless Company agrees Borrowers agree to pay all 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 expenses payable by Company Borrowers pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Ambassadors International Inc), Credit and Guaranty Agreement (Ambassadors International Inc)
Obligation to Mitigate. Each Lender Bank (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender Bank responsible for administering its Loans 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 Bank to become an Affected Lender Bank or that would entitle such Lender Bank to receive payments under Section Sections 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender Bank 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 LenderBank, or (b) take such other measures as such Lender Bank may deem reasonable, if as a result thereof the circumstances which would cause such Lender Bank to be an Affected Lender Bank would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender Bank pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender Bank in its sole discretion, the making, issuing, funding or maintaining of the such Revolving Commitments, Loans 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 the Loanssuch Revolving Commitments, Loans or Letters of Credit or the interests of such LenderBank; provided, such Lender Bank will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company each Borrower agrees to pay all incremental expenses incurred by such Lender Bank as a result of utilizing such other office as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company each Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender Bank to Company such Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company Borrower agrees to pay all reasonable and necessary 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 expenses payable by Company Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (3com Corp), Credit and Guaranty Agreement (3com Corp)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable within a reasonable period of time after the officer of such Lender responsible having primary responsibility for administering its Loans portion of the Loan 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 2.182.11 or 2.12, 2.19 or 2.20, it 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, including any Affected Loans, 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 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 Lender, or invoke the rights of such Lender, pursuant to Section 2.18, 2.19 2.11 or 2.20 would 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 Loans Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.13 unless Company Borrower agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 (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.
Appears in 2 contracts
Sources: Loan Agreement (Sunstone Hotel Investors, Inc.), Loan Agreement (Sunstone Hotel Investors, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of if such Lender responsible for administering its Loans becomes aware of the occurrence of an event requests payment under Section 2.16 or the existence of a condition that would cause 2.17, then such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, 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 LenderLender if, 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 thereof, the additional amounts which would otherwise be required to be paid payable to such Lender pursuant to Section 2.182.16 or 2.17, 2.19 or 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 discretion, the making, funding or maintaining of the Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.18 unless Company 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 in clause (a) above. A certificate as to the amount of any such incremental expenses payable by Company the Borrowers pursuant to this Section 2.21 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Dip Credit Agreement (Hospitality Investors Trust, Inc.), Restructuring Support Agreement (Hospitality Investors Trust, Inc.)
Obligation to Mitigate. Each Lender Bank agrees that, as promptly as practicable after the officer of such Lender Bank responsible for administering its Loans Advances becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender Bank to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it willBank, 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 Credit Extensions, including any Affected Loans, 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 Lender Bank to be an Affected Lender Bank would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 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 the Loans such Advances through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such 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 2.21 unless Company agrees to pay all incremental expenses incurred by such Lender if any, as a result of utilizing such other office as described in clause (a) above. A certificate as any non-compliance by any Bank with the provisions of this Section 11.9 shall be limited to the amount of any such expenses payable applicable additional amounts required to be paid by Company pursuant to this Section 2.21 (setting forth in reasonable detail such Bank under the basis for requesting such amount) submitted by such Lender to Company (with a copy to Administrative Agent) shall be conclusive absent manifest errorprovisions of Sections 3.4(c), 11.5 or 11.6.
Appears in 2 contracts
Sources: Credit Agreement (Aspect Communications Corp), Credit Agreement (Aspect Communications Corp)
Obligation to Mitigate. Each Lender (which term shall include each Issuing Bank for purposes of this Section 2.19 (Obligation to Mitigate)) agrees that, as promptly as practicable after the officer of such Lender that is directly or indirectly responsible for administering its Loans 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 become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18Sections 2.16 (Making or Maintaining SOFR Rate Loans), 2.19 2.17 (Increased Costs; Capital Adequacy) or 2.202.18 (Taxes; Withholding, Etc.), it willwill (at the request of the Borrower), 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 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 pursuant to Section 2.18Sections 2.16 (Making or Maintaining SOFR Rate Loans), 2.19 2.17 (Increased Costs; Capital Adequacy) or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause 2.18 (a) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 (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.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Cheniere Energy, Inc.), Credit and Guaranty Agreement (Cheniere Energy Partners, L.P.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans 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 2.18, 2.19 or 2.20, 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, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding making or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless the Company agrees to pay all 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 expenses payable by the Company pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Company (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Euramax International, Inc.), Credit and Guaranty Agreement (Euramax International, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.182.16, 2.19 2.17, 2.18 or 2.202.19, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, will use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Loans through another lending office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if (A) as a result thereof result, 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 pursuant to Section 2.182.16, 2.17, 2.18 or 2.19 or 2.20 would be avoided or materially reduced reduced, and if, as determined by (B) if such Lender determines in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such 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 2.21 unless the Company agrees to pay all 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 expenses payable by the Company pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Bridge Credit Agreement (GateHouse Media, Inc.), Credit Agreement (GateHouse Media, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Term 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 2.182.13, 2.19 2.14 or 2.202.15, it will, to will (at the extent not inconsistent with the internal policies request of such Lender and any applicable legal or regulatory restrictions, Borrower) 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 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 pursuant to Section 2.182.13, 2.19 2.14 or 2.20 2.15 would be materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Term Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.16 unless Company agrees to pay all reasonable 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 expenses payable by Company pursuant to this Section 2.21 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.
Appears in 2 contracts
Sources: Loan Agreement (Arrowhead Pharmaceuticals, Inc.), Financing Agreement (Arrowhead Pharmaceuticals, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company Borrower agrees to pay all incremental out-of-pocket 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 expenses payable by Company Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (AbitibiBowater Inc.), Credit and Guaranty Agreement (AbitibiBowater Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of if such Lender responsible for administering its Loans becomes aware of the occurrence of an event requests payment under Sections 2.17, 2.18 or the existence of a condition that would cause 2.19, then such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, 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 LenderLender if, 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 thereof, the additional amounts which would otherwise be required to be paid payable to such Lender pursuant to Section 2.18Sections 2.17, 2.19 2.18 or 2.20 2.19, 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 the 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 the Loans, 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 2.21 2.20 unless Company agrees the Credit Parties agree to pay all 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 expenses payable by Company the Credit Parties pursuant to this Section 2.21 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Credit Party Representative (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Lifecore Biomedical, Inc. \De\), Credit and Guaranty Agreement (Landec Corp \Ca\)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the 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 2.21 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 (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.
Appears in 2 contracts
Sources: Third Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Third Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the existing 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company Borrower agrees to pay all reasonable out-of-pocket 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 expenses payable by Company Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Second Lien Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Second Lien Credit and Guaranty Agreement (Boise Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans the Term Loan, 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 become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.202.12, 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, 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 pursuant to Section 2.18, 2.19 or 2.20 2.12 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the Loans Term Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, Term Loan or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.13 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.13 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (Waitr Holdings Inc.), Credit Agreement (Waitr Holdings Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, 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 2.21 unless Company agrees Borrowers agree to pay all 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 expenses payable by Company Borrowers pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Superpriority Debtor in Possession Credit and Guaranty Agreement, Credit Agreement
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans Loans, 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 become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 2.15 or 2.202.16, 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, 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 pursuant to Section 2.18, 2.19 2.15 or 2.20 2.16 would be materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such 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 2.21 2.17 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (Molycorp, Inc.), Credit Agreement (Molycorp, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of if such Lender responsible for administering its Loans becomes aware of the occurrence of an event requests payment under Section 2.13, 2.14 or the existence of a condition that would cause 2.15, then such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, 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 LenderLender if, 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 thereof, the additional amounts which would otherwise be required to be paid payable to such Lender pursuant to Section 2.182.13, 2.19 2.14 or 2.20 2.15, 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 the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.16 unless Company the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause above and (a2) abovesuch 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 expenses payable by Company the Borrower pursuant to this Section 2.21 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (FS Investment Corp II), Credit Agreement (FS Energy & Power Fund)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.17, 2.19 2.18 or 2.202.19, 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) to make, issue, fund or maintain its Credit Extensionsapplicable Commitment or Loans, including any Affected 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 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 pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the 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 the Loans, 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 2.21 2.20 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (ai) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 2.20 (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.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Focal Communications Corp), Credit and Guaranty Agreement (Focal Communications Corp)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.13, 2.19 2.14 or 2.202.15, 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, 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 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 pursuant to Section 2.182.13, 2.19 2.14 or 2.20 2.15 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.16 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 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.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (SolarWinds, Inc.), Credit and Guaranty Agreement (SolarWinds, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Term 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 2.18, 2.19 2.18 or 2.202.19, 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 ExtensionsTerm Loans, including any Affected 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 that would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which that would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Term Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company the Borrower agrees to pay all the incremental expenses (if any) incurred by such Lender as a result of utilizing such other office as described in clause (a) above. A certificate notice as to the amount of any such expenses payable by Company the Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to Administrative the Facility Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Home Inns & Hotels Management Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 2.18 or 2.202.19, 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, 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 pursuant to Section 2.18, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, 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 2.21 2.20 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be final and conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.), Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Obligation to Mitigate. Each Lender agrees that(other than AMC and its affiliates) shall, as promptly as practicable after the an officer of such Lender responsible for administering its Term 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 2.18, 2.19 or 2.20, it 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, including any Affected Loans, Term Loans through another office of such Lender, or (b) take such other measures as such Lender may deem reasonablereasonable measures, 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 pursuant to Section 2.18, 2.19 2.14 or 2.20 2.15 would be materially reduced and if, as determined by such Lender in its sole good faith business discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.16 unless Company Parent Borrower agrees to pay all incremental out-of-pocket expenses incurred by such Lender as a result of utilizing such other office or taking such action as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company Parent Borrower pursuant to this Section 2.21 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Parent Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (RLJ Entertainment, Inc.), Credit and Guaranty Agreement (RLJ Entertainment, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans the Term Loan, 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 become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 2.13 or 2.202.14, 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, 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 pursuant to Section 2.18, 2.19 2.13 or 2.20 2.14 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the Loans Term Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, Term Loan or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.15 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.15 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Waitr Holdings Inc.), Credit and Guaranty Agreement (Waitr Holdings Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.17, 2.19 2.18 or 2.202.19, 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 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 pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, 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 2.21 2.20 unless the Company agrees to pay all 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 expenses payable by the Company pursuant to this Section 2.21 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Financing Agreement (Global Geophysical Services Inc), Settlement Agreement
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Second Lien Credit and Guaranty Agreement (X Rite Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Term 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 2.182.17, 2.19 2.18 or 2.202.19, 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 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 pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Term Loans or Multi-Draw Term Loan Commitments through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Term Loans or Multi-Draw Term Loan Commitments or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.20 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 2.20 (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.
Appears in 1 contract
Obligation to Mitigate. (a) Each Lender ▇▇▇▇▇▇ agrees that, as promptly as practicable after the officer of such Lender ▇▇▇▇▇▇ responsible for administering its Term 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 2.18, 2.19 2.13 or 2.202.14, it will, to the extent not inconsistent with in violation of 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, 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 pursuant to Section 2.18, 2.19 2.13 or 2.20 2.14 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.15 unless Company ▇▇▇▇▇▇▇▇ agrees to pay all reasonable 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.15 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Revolving 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 2.18, 2.19 or 2.202.15 and/or Section 2.16, 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, 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 pursuant to Section 2.18, 2.19 or 2.20 2.15 and/or 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Revolving Limits or Revolving Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Revolving Limits or Revolving Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.17 unless Company agrees to pay all reasonable and 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 expenses payable by Company pursuant to this Section 2.21 2.17 (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.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.182.16, 2.19 2.17, 2.18 or 2.202.19, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, will use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Loans through another lending office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if (i) as a result thereof result, 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 pursuant to Section 2.182.16, 2.17, 2.18 or 2.19 or 2.20 would be avoided or materially reduced reduced, and if, as determined by (ii) if such Lender determines in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such 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 2.21 unless the Company agrees to pay all 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 expenses payable by the Company pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Agency Succession and Amendment Agreement (GateHouse Media, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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, 2.17 or 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.182.16, 2.19 2.17 or 2.20 2.18 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.19 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (ai) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 2.19 (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.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Carmike Cinemas Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender ▇▇▇▇▇▇ 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 2.182.15, 2.19 2.16 or 2.202.17, 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 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 pursuant to Section 2.182.15, 2.19 2.16 or 2.20 2.17 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.18 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Amendment No. 4 to Amended and Restated Credit and Guaranty Agreement (PLBY Group, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable within a reasonable period of time after the officer of such Lender responsible having primary responsibility for administering its Loans portion of the Loan 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 this Section 2.182.7, 2.19 or 2.20, it 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 Credit Extensions, including any Affected Loans, 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 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 Lender, or invoke the rights of such Lender, pursuant to this Section 2.18, 2.19 or 2.20 would 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 Loans Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.7(c) unless Company Borrower agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 (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.
Appears in 1 contract
Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.14) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans 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 become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 2.12 or 2.202.13, 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 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 pursuant to Section 2.18, 2.19 2.12 or 2.20 2.13 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, such 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 2.21 2.14 unless Company Account Party agrees to pay all 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 expenses payable by Company Account Party pursuant to this Section 2.21 2.14 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Account Party (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Letter of Credit Facility Agreement (Education Management Corporation)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 ExtensionsTerm Loans, including any Affected 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (ai) above. A certificate as to the amount of any such expenses payable by Company Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Second Lien Credit and Guaranty Agreement (Gentek Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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, 2.17 or 2.18, 2.19 or 2.20, 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 ExtensionsTerm Loans, including any Affected 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 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 pursuant to Section 2.182.16, 2.19 2.17 or 2.20 2.18 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.19 unless Company agrees Borrowers agree to pay all incremental costs and 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 expenses payable by Company Borrowers pursuant to this Section 2.21 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Administrative Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: First Lien Credit and Guaranty Agreement (Vonage Holdings Corp)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, (i) would not otherwise adversely affect the Loans, such Loans or the interests of such Lender and (ii) would not cause the Lender to disclose any information such Lender, in its sole discretion, deems confidential; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Keystone Automotive Operations Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.15, 2.19 2.16 or 2.202.17, 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 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 pursuant to Section 2.182.15, 2.19 2.16 or 2.20 2.17 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.18 unless Company agrees to pay all incremental costs and 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 expenses payable by Company pursuant to this Section 2.21 2.18 (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.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (U S Energy Systems Inc)
Obligation to Mitigate. Each Lender (which term shall include each Issuing Bank for purposes of this Section 2.18) agrees that, as promptly as practicable after the officer of such Lender that is directly or indirectly responsible for administering its Loans 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 become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18Sections 2.15 (Making or Maintaining LIBO Rate Loans), 2.19 2.16 (Increased Costs; Capital Adequacy) or 2.202.17 (Taxes; Withholding, Etc.), it willwill (at the request of Borrower), 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 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 pursuant to Section 2.18Sections 2.15 (Making or Maintaining LIBO Rate Loans), 2.19 2.16 (Increased Costs; Capital Adequacy) or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause 2.17 (a) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 (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.
Appears in 1 contract
Obligation to Mitigate. Each Lender Purchaser agrees that, as promptly as practicable after the officer of such Lender Purchaser responsible for administering its Loans Notes becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender Purchaser to become an Affected Lender Purchaser or that would entitle such Lender Purchaser to receive payments under Section 2.18, 2.19 or 2.202.15 and/or Section 2.16, it will, to the extent not inconsistent with the internal policies of such Lender Purchaser and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, Note Fundings through another office of such LenderPurchaser, or (b) take such other measures as such Lender Purchaser 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 Purchaser pursuant to Section 2.18, 2.19 or 2.20 2.15 and/or 2.16 would be materially reduced and if, as determined by such Lender Purchaser in its sole discretion, the making, issuing, funding or maintaining of the Loans such Commitment Limits or Notes through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Commitment Limits or Notes or the interests of such LenderPurchaser; provided, such Lender Purchaser will not be obligated to utilize such other office pursuant to this Section 2.21 2.17 unless Company agrees to pay all reasonable and incremental expenses incurred by such Lender Purchaser as a result of utilizing such other office as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender Purchaser to Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Note Issuance and Purchase Agreement (On Deck Capital, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.17 or 2.18, 2.19 or 2.20, 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 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 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 pursuant to Section 2.18, 2.19 2.17 or 2.20 2.18 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.19 unless Company agrees Borrowers agree to pay all incremental costs and 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 expenses payable by Company Borrowers pursuant to this Section 2.21 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Administrative Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Second Lien Credit and Guaranty Agreement (Vonage Holdings Corp)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretionLender, the making, funding or maintaining of the 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 the Loans, 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 2.21 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Superpriority Senior Secured Debtor in Possession Credit and Guaranty Agreement (J C Penney Co Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, it willshall, 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, 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, or the interests of such LenderLender in any material respect; provided, that such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.21 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 (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.this
Appears in 1 contract
Sources: Credit Agreement (PVH Corp. /De/)
Obligation to Mitigate. Each Lender Bank (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender Bank responsible for administering its Loans 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 Bank to become an Affected Lender Bank or that would entitle such Lender Bank to receive payments under Section Sections 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender Bank 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 LenderBank, or (b) take such other measures as such Lender Bank may deem reasonable, if as a result thereof the circumstances which would cause such Lender Bank to be an Affected Lender Bank would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender Bank pursuant to Section Sections 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender Bank in its sole discretion, the making, issuing, funding or maintaining of the such Revolving Commitments, Loans 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 the Loanssuch Revolving Commitments, Loans or Letters of Credit or the interests of such LenderBank; provided, such Lender Bank will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company each Borrower agrees to pay all incremental expenses incurred by such Lender Bank as a result of utilizing such other office as described in clause (ai) above. A certificate as to the amount of any such expenses payable by Company each Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender Bank to Company such Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Xerium Technologies Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18Sections 2.17, 2.19 2.18 or 2.202.19, it will, to the extent not inconsistent with the internal policies in violation of such Lender and any applicable legal or regulatory restrictionsrestrictions or contrary to its established internal policies, 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 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 pursuant to Section 2.18Sections 2.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Revolving Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect the Loanssuch Revolving Commitments, Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.20 unless Company agrees to pay all reasonable 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 expenses payable by Company pursuant to this Section 2.21 2.20 (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 errorprima facie evidence of such expenses.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Madison Square Garden Co)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of if such Lender responsible for administering its Loans becomes aware of the occurrence of an event requests payment under Section 2.16, 2.17 or the existence of a condition that would cause 2.18, then such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, 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 LenderLender if, 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 thereof, the additional amounts which would otherwise be required to be paid payable to such Lender pursuant to Section 2.16, 2.17 or 2.18, 2.19 or 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 discretion, the making, issuing, funding or maintaining of the 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 the Loans, 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 2.21 2.19 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 2.19 (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.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.13, 2.19 2.14 or 2.202.15, 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 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 pursuant to Section 2.182.13, 2.19 2.14 or 2.20 2.15 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.16 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 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.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the an officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company agrees to pay pay, to the extent requested, all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (ai) above. A certificate as to the amount computed in good faith of any such expenses payable by Company pursuant to this Section 2.21 (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.
Appears in 1 contract
Sources: Credit Agreement (Emc Corp)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of if such Lender 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 requests payment under Section 2.18, 2.19 or 2.20, it 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, 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 such Lender to be an Affected Lender would cease to exist or thereof, the additional amounts which would otherwise be required to be paid payable to such Lender pursuant to Section 2.18, 2.19 or 2.20 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 the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company 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 in clause (a) above. A certificate as to the amount of any such expenses payable by Company Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Bridge Credit and Guaranty Agreement (Leonardo DRS, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.15, 2.19 2.16 or 2.202.17, 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, 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 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 pursuant to Section 2.182.15, 2.19 2.16 or 2.20 2.17 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, provided that such Lender will not be obligated to utilize such other office or take such other measures pursuant to this Section 2.21 2.18 unless Company the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office or taking such other measures as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company the Borrower pursuant to this Section 2.21 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.
Appears in 1 contract
Sources: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.15, 2.19 2.16 or 2.202.17, 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 ExtensionsLoan, including any Affected 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 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 pursuant to Section 2.182.15, 2.19 2.16 or 2.20 2.17 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.18 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 2.18 (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.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Energy Transfer Partners, L.P.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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, 2.17 or 2.18, 2.19 or 2.20, it willshall, 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, 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 pursuant to Section 2.182.16, 2.19 2.17 or 2.20 2.18 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, that such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.21 2.19 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 2.14 or 2.202.15, 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, Loans through another office of such Lender, (b) assign its rights and obligations hereunder to another of its offices, branches or affiliates or (bc) 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 pursuant to Section 2.18, 2.19 2.14 or 2.20 2.15 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize take such other office actions pursuant to this Section 2.21 2.16 unless Company agrees the Borrowers agree to pay all incremental reasonable costs and expenses incurred by such Lender as a result of utilizing taking such other office actions as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company the Borrowers pursuant to this Section 2.21 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Administrative Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Obligation to Mitigate. Each Lender Bank agrees that, as promptly as practicable after the officer of such Lender Bank responsible for administering its Term Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender Bank to become an Affected Lender Bank or that would entitle such Lender Bank to receive payments under Section Sections 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender Bank and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsTerm Loans, including any Affected Loans, through another office of such LenderBank, or (b) take such other measures as such Lender Bank may deem reasonable, if as a result thereof the circumstances which would cause such Lender Bank to be an Affected Lender Bank would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender Bank pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender Bank in its sole discretion, the making, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Term Loans or the interests of such LenderBank; provided, such Lender Bank will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company each Borrower agrees to pay all incremental expenses incurred by such Lender Bank as a result of utilizing such other office as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company each Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender Bank to Company such Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Xerium Technologies Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 affected Lender under, or that would entitle such Lender to receive payments under under, Section 2.182.17, 2.19 2.18 or 2.202.19, as applicable, 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 LoansLoans affected by any of the circumstances described in Section 2.17 or Section 2.18, 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 affected Lender under Section 2.17, 2.18 or 2.19 would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as reasabonly determined by such Lender in its sole discretionLender, the making, issuing, funding or maintaining of the 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 the Loans, 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 2.21 2.20 unless Company the Borrower agrees to pay all reasonable and documented out-of-pocket 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 reasonable and documtened out-of-pocket expenses payable by Company the Borrower pursuant to this Section 2.21 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Keypath Education International, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, it willshall, 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, 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 pursuant to Section 2.18, 2.19 or 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 the 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 the Loanssuch 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 2.21 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 (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.97
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.181.14, 2.19 1.15 or 2.201.16, 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 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 pursuant to Section 2.181.14, 2.19 1.15 or 2.20 1.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 1.17 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 1.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative the Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Second Lien Term Loan Agreement (Penhall International Corp)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.14, 2.19 2.15 or 2.202.16, 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 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 pursuant to Section 2.182.14, 2.19 2.15 or 2.20 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.17 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to Administrative the Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, 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 2.21 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Solera Holdings, Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans the advance of the Quarterly Funding Amounts 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 2.18, 2.19 2.11 or 2.202.12, 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, advance the Quarterly Funding Amounts 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 pursuant to Section 2.18, 2.19 2.11 or 2.20 2.12 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining advance of the Loans such Quarterly Funding Amounts through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.13 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 2.13 (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.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.17, 2.19 2.18 or 2.202.19, 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) to make, issue, fund or maintain its Credit Extensionsapplicable Commitment or Loans, including any Affected 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 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 pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the 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 the Loans, such Commitments or Loans or the interests of such Lender; providedPROVIDED, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.20 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (ai) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company (with in the case of the Senior Lenders a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Focal Communications Corp)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or 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, 2.17 or 2.18, 2.19 or 2.20, it willshall, 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, 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 pursuant to Section 2.182.16, 2.19 2.17 or 2.20 2.18 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, that such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.21 2.19 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Senior Secured Term Loan Facility Agreement (Ocwen Financial Corp)
Obligation to Mitigate. Each Lender agrees that(other than AMC and its affiliates) shall, as promptly as practicable after the an officer of such Lender responsible for administering its Term 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 2.18, 2.19 or 2.20, it 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, including any Affected Loans, Term Loans through another office of such Lender, or (b) take such other measures as such Lender may deem reasonablereasonable measures, 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 pursuant to Section 2.18, 2.19 2.15 or 2.20 2.16 would be materially reduced and if, as determined by such Lender in its sole good faith business discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.17 unless Company Parent Borrower agrees to pay all incremental out-of-pocket expenses incurred by such Lender as a result of utilizing such other office or taking such action as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company Parent Borrower pursuant to this Section 2.21 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Parent Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans Loans, 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 become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 4.9 or 2.204.10, 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, 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 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 pursuant to Section 2.18, 2.19 4.9 or 2.20 4.10 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, such Commitments or 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 2.21 4.11 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 4.11 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Priority Technology Holdings, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.15, 2.19 2.16 or 2.202.17, 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 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 pursuant to Section 2.182.15, 2.19 2.16 or 2.20 2.17 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect the Loans, such 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 2.21 2.18 unless Company agrees to pay all incremental in- cremental 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 expenses payable by Company pursuant to this Section 2.21 2.18 (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.
Appears in 1 contract
Sources: Second Lien Credit and Guaranty Agreement (Amscan Holdings Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (ai) above. A certificate as to the amount of any such expenses payable by Company Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)
Obligation to Mitigate. (a) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Term 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 2.18, 2.19 2.13 or 2.202.14, 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, 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 pursuant to Section 2.18, 2.19 2.13 or 2.20 2.14 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.15 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.15 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.14, 2.19 2.15 or 2.202.16, 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 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 pursuant to Section 2.182.14, 2.19 2.15 or 2.20 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.17 unless Company Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause this Section 2.17 (a) and (b) above. A certificate as to the amount of any such expenses payable by Company Borrower pursuant to this Section 2.21 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware has actual knowledge 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 entitled to receive payments (an "Affected Lender") under Section 2.18Sections 4.3, 2.19 4.4, 4.5 or 2.204.6, 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) to make, issue, fund or maintain its Credit Extensions, including any Affected affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonableelect in its sole discretion, 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 pursuant to Section 2.184.3, 2.19 4.4, 4.5 or 2.20 4.6 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Commitments or Loans through such other office or in accordance with such other measures, as -58- 66 the case may be, would not otherwise adversely affect the Loans, such Commitments or Loans or the interests of such Lender; provided, that such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 4.10 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 4.10 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Ust Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.14, 2.19 2.15 or 2.20, 2.16 it willshall, 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 Revolving Commitments or Credit Extensions, including any Affected 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 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 pursuant to Section 2.182.14, 2.19 2.15 or 2.20 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, such Revolving Commitments or Loans or the interests of such Lender; provided, such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.21 2.17 unless Company ▇▇▇▇▇▇▇▇ agrees to pay all incremental expenses incurred by such Lender ▇▇▇▇▇▇ as a result of utilizing such other office as described in clause this Section 2.17(a) and (ab) above. A certificate as to the amount of any such expenses payable by Company Borrower pursuant to this Section 2.21 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Sculptor Capital Management, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans 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 2.182.17, 2.19 2.18 or 2.202.19, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, (i) use reasonable efforts to (a) make, issue, fund or maintain its Credit ExtensionsTranche B Term Loan Commitments or Loans, including any Affected Loans, 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 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 pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Tranche B Term Loan Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Tranche B Term Loan Commitment or Loans or the interests of such Lender; provided, such -------- Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 (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.Section
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 Sections 2.18 or 2.202.19, it willshall, 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, 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 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 pursuant to Section 2.18, Sections 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, such 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 2.21 2.20 unless Company the Borrower agrees to pay all incremental expenses incurred by such Lender L▇▇▇▇▇ as a result of utilizing such other office as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company the Borrower pursuant to this Section 2.21 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: First Lien Credit Agreement (CURO Group Holdings Corp.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 2.15 or 2.202.16, 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, Extensions through another office or Affiliate 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 pursuant to Section 2.18, 2.19 2.14 or 2.20 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, such Revolving Commitments or Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office or Affiliate pursuant to this Section 2.21 2.16 unless Company the Borrower agrees to pay all reasonable and incremental expenses incurred by such Lender as a result of utilizing such other office or Affiliate as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company the Borrower pursuant to this Section 2.21 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to Administrative the Facility Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender ▇▇▇▇▇▇ responsible for administering its Loans Loans, 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 become an Affected Lender or that would entitle such Lender to receive payments under Section 2.182.17, 2.19 2.18 or 2.202.19, 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 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 pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.20 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Hydrofarm Holdings Group, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.17, 2.19 2.18 or 2.202.19, 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 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 pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loanssuch Revolving Commitments, Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.20 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 2.20 (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.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Mortons Restaurant Group Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.17(c), 2.19 Section 2.18 or 2.20Section 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 ExtensionsLoans, including any Affected 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 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 pursuant to Section 2.182.17(c), Section 2.18 or Section 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, that such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.20 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 2.20 (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.
Appears in 1 contract
Sources: Financing Agreement (Model N, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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 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 pursuant to Section 2.18, 2.19 or 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 the such Term Loan Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Term Loan 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 2.21 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (ai) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 (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.
Appears in 1 contract
Sources: Unsecured Credit and Guaranty Agreement (CVR Energy Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans Term 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 2.18, 2.19 2.16 or 2.202.17, 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, Term Loans through another office of such Lender, or (b) take such other measures as such Lender may deem reasonablereasonable measures, 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 pursuant to Section 2.182.15, 2.19 2.16 or 2.20 2.17 would be materially reduced and if, as determined by such Lender in its sole good faith business discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect the Loans, such Term Loans or the interests of such Lender; providedprovided that, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.18 unless Company Parent Borrower agrees to pay all reasonable documented out-of-pocket 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 expenses payable by Company Parent Borrower pursuant to this Section 2.21 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Parent Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (RLJ Entertainment, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Revolving 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 2.18, 2.19 or 2.202.15 and/or Section 2.16, 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, 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 pursuant to Section 2.18, 2.19 or 2.20 2.15 and/or 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Revolving Commitments or Revolving Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Revolving Commitments or Revolving Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.17 unless Company agrees to pay all reasonable and 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 expenses payable by Company pursuant to this Section 2.21 2.17 (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.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.17, 2.19 2.18 or 2.202.19, 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 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 pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the 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 the Loans, 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 2.21 2.20 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 2.20 (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.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Speed Commerce, Inc.)
Obligation to Mitigate. (a) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Term 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 2.18, 2.19 2.13 or 2.202.14, it will, to the extent not inconsistent with in violation of 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, 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 pursuant to Section 2.18, 2.19 2.13 or 2.20 2.14 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.15 unless Company Borrower agrees to pay all reasonable 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.15 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.205.05, 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 (a) 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, issuebranches or affiliates, fund or maintain its Credit Extensionsif, including any Affected Loans, through another office in the judgment 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 of such Lender to be an Affected Lender would cease to exist designation or assignment, the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 5.05 would be materially reduced and if, as determined by such Lender in good faith but in its sole discretion, the making, issuing, funding or maintaining of the 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 the 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 2.21 5.06 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) 5.06 submitted by such Lender to Company (with a copy to Administrative Agent) the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Delayed Draw Term Loan Credit Agreement (Empire Resorts Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly [*] as practicable after the officer of such Lender responsible for administering its Term 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 2.182.13, 2.19 2.14 or 2.202.15, 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 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 pursuant to Section 2.182.13, 2.19 2.14 or 2.20 2.15 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Term Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.16 unless Company agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 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.
Appears in 1 contract
Sources: Financing Agreement (Fibrogen Inc)
Obligation to Mitigate. Each Lender agrees that(other than AMC and its affiliates) shall, as promptly as practicable after the an officer of such Lender responsible for administering its Term 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 2.18, 2.19 or 2.20, it 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, including any Affected Loans, Term Loans through another office of such Lender, or (b) take such other measures as such Lender may deem reasonablereasonable measures, 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 pursuant to Section 2.18, 2.19 2.14 or 2.20 2.15 would be materially reduced and if, as determined by such Lender in its sole good faith business discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.16 unless Company Parent Borrower agrees to pay all incremental out-of-pocket expenses incurred by such Lender as a result of utilizing such other office or taking such action as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company Parent Borrower pursuant to this Section 2.21 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Parent Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (RLJ Entertainment, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Term 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 2.18, 2.19 2.14 or 2.202.15, 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, 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 pursuant to Section 2.18, 2.19 2.14 or 2.20 2.15 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.16 unless Company agrees Borrowers agree to pay all 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 expenses payable by Company Borrowers pursuant to this Section 2.21 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.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans 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 2.182.14, 2.19 2.15 or 2.202.16, it willshall, 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, 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 pursuant to Section 2.182.14, 2.19 2.15 or 2.20 2.16 would be materially reduced and if, as determined by such Lender in its sole reasonable discretion, the making, funding making or maintaining of the such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, that such Lender will shall not be obligated to utilize such other office pursuant to this Section 2.21 2.17 unless Company the Borrower agrees to pay all commercially reasonable 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 expenses payable by Company the Borrower pursuant to this Section 2.21 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.182.17, 2.19 2.18 or 2.202.19, 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 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 pursuant to Section 2.182.17, 2.18 or 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the 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 the Loans, 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 2.21 2.20 unless Company agrees the Companies agree to pay all 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 expenses payable by Company the Companies pursuant to this Section 2.21 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Company Representative (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable within a reasonable period of time after the officer of such Lender responsible having primary responsibility for administering its Loans portion of the Loan 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 this Section 2.182.9, 2.19 or 2.20, it 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 Credit Extensions, including any Affected Loans, 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 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 Lender, or invoke the rights of such Lender, pursuant to this Section 2.18, 2.19 or 2.20 would 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 Loans Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, 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 2.21 2.9(g) unless Company Borrower agrees to pay all 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 expenses payable by Company pursuant to this Section 2.21 (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.
Appears in 1 contract
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of if such Lender responsible for administering its Loans becomes aware of the occurrence of an event requests payment under Section 2.16 or the existence of a condition that would cause 2.17, then such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, 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 LenderLender if, 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 thereof, the additional amounts which would otherwise be required to be paid payable to such Lender pursuant to Section 2.182.16 or 2.17, 2.19 or 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 discretion, the making, funding or maintaining of the Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.18 unless Company 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 in clause (a) above. A certificate as to the amount of any such incremental expenses payable by Company the Borrowers pursuant to this Section 2.21 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Hospitality Investors Trust, Inc.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Term 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 2.18, 2.19 or 2.202.13, 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 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 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 pursuant to Section 2.18, 2.19 or 2.20 2.13 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the such Term Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Term Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.14 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.14 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Restructuring Agreement (Ener1 Inc)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans Advances 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 2.18, 2.19 2.10 or 2.202.11, 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, Advances 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 pursuant to Section 2.18, 2.19 2.10 or 2.20 2.11 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the Loans such Commitments or Advances through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Loans, such Commitments or Advances or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 2.12 unless Company Borrower agrees to pay all 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 expenses payable by Company Borrower pursuant to this Section 2.21 2.12 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company Borrower (with a copy to Administrative the Facility Agent) shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Loan and Security Agreement (LEAF Equipment Leasing Income Fund III, L.P.)
Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender 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 2.18, 2.19 or 2.20, 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) to make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) to 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 pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of the 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 the Loans, such Commitments or 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 2.21 unless Company the Borrower agrees to pay all 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 expenses payable by Company the Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company the Borrower (with a copy to the Administrative Agent) shall will be conclusive absent manifest error.
Appears in 1 contract