Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 307 contracts

Samples: Revolving Credit Agreement (Akumin Inc.), Credit Agreement (Avient Corp), Pledge Agreement (Ryman Hospitality Properties, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 73 contracts

Samples: Abl Term Loan Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Term Loan Credit Agreement (Kirkland's, Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such ~~Lender,~~ Lender such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (iib) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any~~ Lender in ~~connection with~~ any ~~such designation~~ material economic, legal or ~~assignment~~regulatory respect.

Appears in 29 contracts

Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay (or to cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 26 contracts

Samples: Credit Agreement (MULTI COLOR Corp), Credit Agreement (MULTI COLOR Corp), Credit Agreement (Curtiss Wright Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender ~~shall~~ shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 19 contracts

Samples: Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.), Credit Agreement

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any~~ Lender in ~~connection with~~ any ~~such designation~~ material economic, legal or ~~assignment~~regulatory respect.

Appears in 17 contracts

Samples: Credit Agreement (Allegro Microsystems, Inc.), Credit Agreement (JOANN Inc.), Senior Secured (JOANN Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 16 contracts

Samples: Credit Agreement (AMC Networks Inc.), Credit Agreement (Macy's, Inc.), Credit Agreement (AMC Networks Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any ~~Lender~~ Lender, or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 14 contracts

Samples: Credit Agreement (ONE Gas, Inc.), Credit Agreement (ONE Gas, Inc.), Credit Agreement (ONE Gas, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to ~~Section~~ Sections 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 12 contracts

Samples: Credit Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Fourth Modification Agreement (Cole Credit Property Trust V, Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 12 contracts

Samples: Term Loan Agreement (Industrial Income Trust Inc.), Credit Agreement (Franklin Street Properties Corp /Ma/), Term Loan Agreement (Industrial Income Trust Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. ~~The~~ Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 12 contracts

Samples: Credit Agreement (Cogdell Spencer Inc.), Credit Agreement (TUTOR PERINI Corp), Credit Agreement (TUTOR PERINI Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use commercially reasonable good faith efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 11 contracts

Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.), Asset Based Revolving Credit Agreement (Nextier Oilfield Solutions Inc.), Asset Based Revolving Credit Agreement (King Merger Sub II LLC)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~4.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.01, or if any Lender gives a notice pursuant to Section ~~3.02~~4.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 4.01 or ~~3.04~~4.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~4.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 11 contracts

Samples: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 10 contracts

Samples: Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Parent Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Parent Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 9 contracts

Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any~~ Lender in ~~connection with~~ any ~~such designation~~ material economic, legal or ~~assignment.~~regulatory respect

Appears in 8 contracts

Samples: Transaction Support Agreement (J Crew Group Inc), Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or ~~affiliates~~Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender~~Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 8 contracts

Samples: Revolving Credit Agreement (Darden Restaurants Inc), Term Loan Agreement (Darden Restaurants Inc), Revolving Credit Agreement (Darden Restaurants Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower~~ Borrowers is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 8 contracts

Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower~~ Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 7 contracts

Samples: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. ~~The~~ Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 7 contracts

Samples: Credit Agreement (Core Laboratories N V), Credit Agreement (Core Laboratories N V), Assignment and Assumption (Core Laboratories N V)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Committed Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as ~~applicable,~~ applicable and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 7 contracts

Samples: Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp.), Credit Agreement (Sandridge Energy Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 7 contracts

Samples: Credit Agreement (Chicos Fas Inc), Credit Agreement (Tops Holding Ii Corp), Credit Agreement (Tops Markets Ii Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 6 contracts

Samples: Credit Agreement (Royalty Pharma PLC), Credit Agreement (Royalty Pharma PLC), Assignment and Assumption (Vulcan Materials CO)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its ~~Loans~~ Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 6 contracts

Samples: Credit Agreement (Sequential Brands Group, Inc.), Credit Agreement (Sequential Brands Group, Inc.), Credit Agreement (Singer Madeline Holdings, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender ~~shall~~ shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or ~~affiliates,~~ affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 6 contracts

Samples: Credit Agreement (Libbey Inc), Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any~~ Lender in ~~connection with~~ any ~~such designation~~ material economic, legal or ~~assignment~~regulatory respect. For purposes of this Section 3.06, the term “Lender” shall include any L/C Issuer and any Swing Line Lender.

Appears in 6 contracts

Samples: Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers (jointly and severally) hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 6 contracts

Samples: Credit Agreement (Carmax Inc), Credit Agreement (Carmax Inc), Credit Agreement (Carmax Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 5 contracts

Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~2.19, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.16, or if any Lender gives a notice pursuant to Section ~~3.02~~2.17, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such ~~Lender,~~ Lender such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 2.16 or ~~3.04~~2.19, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~2.17, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 5 contracts

Samples: Term Loan Agreement, Term Loan Agreement (Abbott Laboratories), Term Loan Agreement (Abbott Laboratories)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Domestic Borrowers or the Canadian Borrower, as applicable, hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 5 contracts

Samples: Credit Agreement (Rh), Credit Agreement (Rh), Credit Agreement (Restoration Hardware Holdings Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender~~Lender in any material economic, legal or regulatory respect. The Borrower hereby agrees to pay all reasonable and documented (in reasonable detail) out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Holdings Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 5 contracts

Samples: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC), Credit Agreement (Tempur Pedic International Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower ~~is required~~ to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, ~~in the future,~~ or eliminate the need for the notice pursuant to Section 3.02, as ~~applicable,~~ applicable and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 5 contracts

Samples: Credit Agreement (Sunoco Logistics Partners L.P.), Credit Agreement (Sunoco Logistics Partners L.P.), Credit Agreement (Sunoco Logistics Partners L.P.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower~~ Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Cablevision Systems Corp /Ny), Credit Agreement (CSC Holdings Inc), Credit Agreement (Cablevision Systems Corp /Ny)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Graybar Electric Co Inc), Credit Agreement (Graybar Electric Co Inc), Credit Agreement (Graybar Electric Co Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to ~~Section 3.01~~Article III, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Article III or Section ~~3.01 or~~ 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~3.6, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~5.9, or if any Lender gives a notice pursuant to Section ~~3.02~~3.5, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 5.9 or ~~3.04~~Section 3.6, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~3.5, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement, Credit Agreement (Calumet Specialty Products Partners, L.P.), Credit Agreement (Calumet Specialty Products Partners, L.P.)

Designation of a Different Lending Office. If any Lender exercises its rights under Section 2.12(b) or requests compensation under Section ~~3.04~~2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for ~~the~~ account of any Lender pursuant to Section ~~3.01, or if any Lender gives a notice pursuant to Section 3.02~~2.15, then such Lender shall use reasonable efforts to designate a different ~~Lending Office~~ lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, ~~if,~~ if in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 2.13 or ~~3.04~~2.15, as the case may be, in the future, or eliminate the ~~need for the notice pursuant~~ circumstance giving rise to such Lender exercising its rights under Section ~~3.02, as applicable,~~ 2.12(b) and (ii) ~~in each case,~~ would not subject such Lender to any ~~unreimbursed~~ cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Secured Revolving Credit Agreement (FS Investment CORP), Secured Revolving Credit Agreement (FS Energy & Power Fund), Senior Secured (FS Investment CORP)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Loan Parties are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender ~~shall~~ will use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Loan Parties hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Actavis PLC), Term Loan Credit and Guaranty Agreement (Actavis PLC), Actavis Term Loan Credit and Guaranty Agreement (Actavis, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender~~. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment~~.

Appears in 4 contracts

Samples: Credit Agreement (Key Energy Services Inc), Credit Agreement (Freescale Semiconductor Inc), Credit Agreement (Sport Supply Group, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any~~ Lender in ~~connection with~~ any ~~such designation~~ material economic, legal or ~~assignment~~regulatory respect.

Appears in 4 contracts

Samples: Credit Agreement (ARC Group Worldwide, Inc.), Credit Agreement (ARC Group Worldwide, Inc.), Credit Agreement

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender as reasonably determined by such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its ~~Loans~~ Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Year Term Loan Agreement (Highwoods Realty LTD Partnership), Seven Year Term Loan Agreement (Highwoods Realty LTD Partnership), Term Loan Agreement (Highwoods Realty LTD Partnership)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the Borrower~~ any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Loan Parties hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Torchmark Corp), Credit Agreement (Torchmark Corp), Credit Agreement (Torchmark Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender~~Lender or to such Borrower. The ~~Borrower~~ Company hereby agrees to pay (or to cause the applicable Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Pulse Electronics Corp), Credit Agreement (Pulse Electronics Corp), Credit Agreement (Technitrol Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender ~~shall~~ shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of ~~such Lender~~such, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Wintrust Financial Corp), Credit Agreement (Wintrust Financial Corp), Credit Agreement (Wintrust Financial Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay (or cause the applicable Foreign Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Outerwall Inc), Credit Agreement (Navigant Consulting Inc), Credit Agreement (Navigant Consulting Inc)

Appears in 4 contracts

Samples: Term Loan Agreement (Oneok Inc /New/), Term Loan Agreement (Oneok Inc /New/), Term Loan Agreement (ONEOK Partners LP)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such ~~Lender,~~ Lender such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any~~ Lender in ~~connection with~~ any ~~such designation~~ material economic, legal or ~~assignment~~regulatory respect.

Appears in 4 contracts

Samples: Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, Inc.), Credit Agreement (ATD Corp)

Appears in 3 contracts

Samples: Credit Agreement (Globe Life Inc.), Credit Agreement (Globe Life Inc.), Credit Agreement (Globe Life Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any~~ Lender in ~~connection with~~ any ~~such designation~~ material economic, legal or ~~assignment~~regulatory respect.

Appears in 3 contracts

Samples: Credit Agreement (Aptalis Holdings Inc.), Security Agreement (Par Pharmacuetical, Inc.), Credit Agreement (Par Pharmacuetical, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous in any significant respect to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc)

Appears in 3 contracts

Samples: Credit Agreement (Graybar Electric Co Inc), Credit Agreement (Graybar Electric Co Inc), Credit Agreement (Graybar Electric Co Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay (or to cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Amphenol Corp /De/), Credit Agreement (Amphenol Corp /De/), Credit Agreement (Amphenol Corp /De/)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~4.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.01, or if any Lender gives a notice pursuant to Section ~~3.02~~4.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 4.01 or ~~3.04~~4.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~4.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. ~~The Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (FelCor Lodging LP), Revolving Credit Agreement (FelCor Lodging LP), Revolving Credit Agreement (FelCor Lodging Trust Inc)

Appears in 3 contracts

Samples: Credit Agreement (Avient Corp), Credit Agreement, 364 Day Term Loan Agreement (Globe Life Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. ~~The~~ Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Pacer International Inc), Credit Agreement (Pacer International Inc), Credit Agreement (Pacer International Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~3.4, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1, or if any Lender gives a notice pursuant to Section ~~3.02~~3.2, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 3.1 or ~~3.04~~3.4, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~3.2, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ jointly and severally agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Global Partners LP), Credit Agreement (Global Partners LP), Credit Agreement (Global Partners LP)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Nicole Crafts LLC), Credit Agreement (A.C. Moore Arts & Crafts, Inc.), Credit Agreement (A.C. Moore Arts & Crafts, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any ~~unreimbursed~~ un-reimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and out-of-pocket expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Second Lien Loan Agreement (TRM Corp), Credit Agreement (TRM Corp), Loan Agreement (TRM Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~2.19, or ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~16, or if any Lender gives a notice pursuant to Section ~~3.02~~2.18(a), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 16 or ~~3.04~~Section 2.19, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~2.18(a), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. ~~The~~ Borrower hereby agrees to pay all reasonable documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Quanex Building Products CORP), Credit Agreement (Quanex Building Products CORP), Credit Agreement (Quanex Building Products CORP)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~5.01, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.06, or if any Lender gives a notice pursuant to Section ~~3.02~~5.03, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 4.06 or ~~3.04~~5.01, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~5.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Georesources Inc), Credit Agreement (Georesources Inc), Credit Agreement (Georesources Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then ~~such~~ that Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of ~~such~~ that Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject ~~such~~ that Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to ~~such~~ that Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Aztar Corp), Lease Agreement (Herbst Gaming Inc), Lease Agreement (Herbst Gaming Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~2.12(B) or Section 2.12(C), or requires the Borrower ~~is required~~ to pay any Indemnified Taxes or additional ~~amount~~ amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01, or if any Lender gives a notice pursuant to Section 3.02~~2.17, then such Lender shall (at the request of the Borrower) use reasonable efforts to to, as applicable, designate a different ~~Lending Office~~ lending office for funding or booking its ~~Loans~~ Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 2.12(B), Section 2.12(C) or ~~3.04~~Section 2.17, as the case may be, in the future, ~~or eliminate the need for the notice pursuant to Section 3.02, as applicable,~~ and (ii) ~~in each case,~~ would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Management Agreement (Sunnova Energy International Inc.), Servicing Agreement (Sunnova Energy International Inc.), Management Agreement (Sunnova Energy International Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~3.03, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such ~~Lender,~~ Lender such designation or assignment (i) would eliminate or reduce amounts payable pursuant to ~~Section~~ Sections 3.01 or ~~3.04~~3.03, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.), Credit Agreement (Tortoise Energy Infrastructure Corp), Assignment and Assumption (Tortoise MLP Fund, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or ~~affiliates~~Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (E-Commerce Exchange, Inc), Bridge Credit Agreement (Leap Wireless International Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. ~~The Borrower~~ AFG (and AAG, to the extent related to any Eurodollar Rate Loan made to it) hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Great American Financial Resources Inc), Credit Agreement (American Financial Group Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Agreement (LSB Industries Inc), Term Loan Agreement (LSB Industries Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~2.9 (Increased Costs; Unavailability), or requires the Borrower ~~is required~~ to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01, or if any Lender gives a notice pursuant to Section 3.02~~2.13 (Taxes), then such Lender shall (at the request of Borrower) use reasonable efforts to designate a different ~~Lending Office~~ lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 2.9 (Increased Costs; Unavailability) or ~~3.04~~Section 2.13 (Taxes), as the case may be, in the ~~future, or eliminate the need for the notice pursuant to Section 3.02, as applicable,~~ future and (ii) ~~in each case,~~ would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Greatbatch, Inc.), Credit Agreement (Greatbatch, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its ~~Loans~~ Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Loan Agreement (Anthem Inc), Loan Agreement (Wellpoint Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower~~ Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender ~~shall~~ will use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Watson Pharmaceuticals Inc), Credit Agreement (Starbucks Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay (or to cause the applicable Designated Borrower to pay), within 10 days of the request therefor, all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Flextronics International Ltd.), Credit Agreement (Flextronics International Ltd.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. ~~The Borrower~~ SALIC hereby agrees to pay (or to cause the applicable Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Scottish Re Group LTD), Credit Agreement (Scottish Re Group LTD)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to ~~pay~~ pay, within 10 days of the request therefor, all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Agreement (Flextronics International Ltd.), Term Loan Agreement (Flextronics International Ltd.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its ~~Loans~~ Term Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04~~, as the case may be~~, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Credit Agreement (Powersecure International, Inc.), Term Credit Agreement (Powersecure International, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~5.8 [Increased Costs], or the Borrower is required to pay any Indemnified Taxes or additional ~~amount~~ amounts to any Lender or any ~~Governmental Authority~~ Official Body for the account of any Lender pursuant to Section ~~3.01, or if any Lender gives a notice pursuant to Section 3.02~~5.9 [Taxes], then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different ~~Lending Office~~ lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment ~~(i)~~ would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 5.8 [Increased Costs] or ~~3.04~~Section 5.9 [Taxes], as the case may be, in the future, ~~or eliminate the need for the notice pursuant to Section 3.02, as applicable,~~ and (ii) ~~in each case,~~ would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Meridian Bioscience Inc), Credit Agreement (Meridian Bioscience Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~2.11(B) or Section 2.11(C), or requires the Borrower ~~is required~~ to pay any Indemnified Taxes or additional ~~amount~~ amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01, or if any Lender gives a notice pursuant to Section 3.02~~2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts to to, as applicable, designate a different ~~Lending Office~~ lending office for funding or booking its ~~Loans~~ Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 2.11(B), Section 2.11(C) or ~~3.04~~Section 2.15, as the case may be, in the future, ~~or eliminate the need for the notice pursuant to Section 3.02, as applicable,~~ and (ii) ~~in each case,~~ would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower ~~is required~~ to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to the Borrower shall be conclusive absent manifest error.

Appears in 2 contracts

Samples: Credit Agreement (Carters Inc), Credit Agreement (Carter William Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~4.04, or the ~~Borrower~~ Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.01, or if any Lender gives a notice pursuant to Section ~~3.02~~4.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 4.01 or ~~3.04~~4.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~4.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Giant Industries Inc), Credit Agreement (Giant Industries Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Kyphon Inc), Credit Agreement (Kyphon Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Fortress Investment Group Holdings LLC), Credit Agreement (Fortress Investment Group LLC)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~4.03, or ~~the Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.01, or if any Lender gives a notice pursuant to Section ~~3.02~~4.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 4.01 or ~~3.04~~4.03, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~4.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. ~~The Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (BMC Stock Holdings, Inc.), Senior Secured Credit Agreement (BMC Stock Holdings, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as ~~applicable,~~ applicable and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Health Net Inc), Term Loan Credit Agreement (Health Net Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Royal Resources Partners LP), Credit Agreement (Royal Resources Partners LP)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the applicable Borrower ~~is required~~ to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. ~~The~~ Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to the applicable Borrower shall be conclusive absent manifest error.

Appears in 2 contracts

Samples: Credit Agreement (Carters Inc), Credit Agreement (Carters Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any~~ Lender in ~~connection with~~ any ~~such designation~~ material economic, legal or ~~assignment~~regulatory respect.

Appears in 2 contracts

Samples: Credit Agreement (Savers Value Village, Inc.), Term Loan Credit Agreement (Domtar CORP)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Company hereby agrees to pay (or to cause the UK Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Global Payments Inc), Term Loan Credit Agreement (Global Payments Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~2.11, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.16, or if any Lender gives a notice pursuant to Section ~~3.02~~2.12, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 2.11 or ~~3.04~~2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~2.12, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Lennox International Inc), Revolving Credit Facility Agreement (Lennox International Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~4.4, or ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.1, or if any Lender gives a notice pursuant to Section ~~3.02~~4.2, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, ~~branches~~ branches, or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 4.1 or ~~3.04~~4.4, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~4.2, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. ~~The~~ Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Pledge Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such ~~Lender,~~ Lender such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (iib) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any~~ Lender in ~~connection with~~ any ~~such designation~~ material economic, legal or ~~assignment.~~regulatory respect. 184

Appears in 2 contracts

Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Holding Parent, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such ~~Lender~~Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Darden Restaurants Inc), 364 Day Credit Agreement (Darden Restaurants Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional ~~amount to any Lender or any Governmental Authority for the account of any Lender~~ amounts pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then ~~such~~ the relevant Lender shall (at the request of the Borrower) use reasonable efforts to designate a different ~~Lending Office~~ lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for ~~the~~ notice pursuant to Section 3.02, as applicable, and (ii) ~~in each case,~~ would not subject such Lender to any material unreimbursed cost or expense ~~and would not~~ or otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Adobe Inc.), Credit Agreement (Adobe Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any ~~Lender~~ lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or ~~affiliates~~Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Medassets Inc), Credit Agreement (Medassets Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section ~~3.02~~3.02(a), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~3.02(a), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Agreement (Agree Realty Corp), Term Loan Agreement (Agree Realty Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Lovesac Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~3.05, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender ~~shall~~ shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or ~~3.04~~3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Energy Transfer LP), 364 Day Credit Agreement (Energy Transfer Partners, L.P.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the ~~Borrower is required~~ Borrowers to pay any additional ~~amount~~ amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The ~~Borrower~~ Borrowers hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Sears Hometown & Outlet Stores, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower ~~hereby~~ agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Agreement (Gilead Sciences Inc), Credit Agreement (Gilead Sciences Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby ~~agrees~~ agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (EPL Intermediate, Inc.), Credit Agreement (Walker & Dunlop, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section ~~3.04~~2.17, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.14, or if any Lender gives a notice pursuant to Section ~~3.02~~2.15, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section ~~3.01~~ 2.14 or ~~3.04~~2.17, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ~~3.02~~2.15, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Susser Holdings CORP), Assignment and Assumption (Susser Holdings CORP)

Common use of Designation of a Different Lending Office Clause in Contracts