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

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, at the request of the Borrower, 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 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any 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 20 contracts

Samples: Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund), Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC), Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)

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Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16, as the case may be, in the future future, and (ii) 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 17 contracts

Samples: Loan and Guarantee Agreement, Loan and Guarantee Agreement, Loan Agreement

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) 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 15 contracts

Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, 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 affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) 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 14 contracts

Samples: 364 Day Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.145.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.165.11, thenthen such Lender shall, at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 5.10 or 2.16Section 5.11, as the case may be, in the future and (ii) 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 13 contracts

Samples: Credit Agreement (Lubys Inc), Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Patrick Industries Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment assignment‌ (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16, as the case may be, in the future future, and (ii) 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 13 contracts

Samples: Loan and Guarantee Agreement, Loan and Guarantee Agreement, Loan and Guarantee Agreement

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.11, thenthen such Lender shall, at the request of the Borrower, 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.10 or 2.16Section 4.11, as the case may be, in the future and (ii) 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 11 contracts

Samples: Credit Agreement (Coca-Cola Consolidated, Inc.), Term Loan Agreement (Coca-Cola Consolidated, Inc.), Credit Agreement (MGP Ingredients Inc)

Designation of a Different Lending Office. If any Lender delivers a notice pursuant to Section 2.16, requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder Applicable Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) 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 11 contracts

Samples: Credit Agreement (Ohio Power Co), Credit Agreement (Ohio Power Co), Credit Agreement (Ohio Power Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16, as the case may be, in the future future, and (ii) 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 11 contracts

Samples: Loan and Guarantee Agreement (Jetblue Airways Corp), Loan and Guarantee Agreement (United Airlines, Inc.), Loan and Guarantee Agreement (Frontier Group Holdings, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.4, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.6, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.4 or 2.16Section 3.6, as the case may be, in the future future, and (ii) 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 11 contracts

Samples: Credit Agreement (TechTarget, Inc.), Credit Agreement (TechTarget Holdings Inc.), Credit Agreement (Synchronoss Technologies Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.14, as the case may be, in the future future, and (ii) 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 10 contracts

Samples: Fifth Amendment to Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.165.01 or this Section 5.03, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans Term Loan hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates if, if in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) would eliminate or reduce amounts payable pursuant to Section 2.14 5.01 or 2.16this Section 5.03, as the case may be, in the future and future, (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would (iii) 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 assignmentassignment and delegation.

Appears in 10 contracts

Samples: Forbearance Agreement and Third Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Forbearance Agreement and Second Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Forbearance Agreement and Second Amendment to Credit Agreement and Guaranty (Icagen, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.145.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.165.11, thenthen such Lender shall, at the request of the Borrower, 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 5.10 or 2.16Section 5.11, as the case may be, in the future and (ii) 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 9 contracts

Samples: Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.), Credit Agreement (RealPage, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.05, 2.06(a) or 2.06(b), or if requires the Borrower is required Loan Parties to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.03, then, then such Lender shall (at the request of the Borrower, 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 affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.03 or 2.16, 2.06 as the case may be, in the future future, and (ii) 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 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 9 contracts

Samples: Term Loan Credit Agreement (Airspan Networks Holdings Inc.), Credit Agreement (Airspan Networks Holdings Inc.), Credit Agreement (Airspan Networks Holdings Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.13, as the case may be, in the future future, and (ii) 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 9 contracts

Samples: Credit Agreement (CVR Energy Inc), Credit Agreement (Berry Petroleum Corp), Credit Agreement (Berry Petroleum Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future future, and (ii) 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 8 contracts

Samples: Credit Agreement (Kinder Morgan, Inc.), Credit Agreement (Kinder Morgan, Inc.), First Amendment (Kinder Morgan, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.1, thenor if any Lender gives a notice pursuant to Section 4.2, at the request of the Borrower, 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 branches, or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.1 or 2.164.4, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 4.2, as applicable, 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 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 8 contracts

Samples: Eighth Amended and Restated Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) 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 7 contracts

Samples: Credit Agreement (Nevada Power Co), Credit Agreement (Sierra Pacific Power Co), Credit Agreement (Berkshire Hathaway Energy Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.01, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.04 or 2.163.01, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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 7 contracts

Samples: Credit Agreement (Ferguson Enterprises Inc. /DE/), Credit Agreement (EQT Corp), Extension Agreement and First Amendment to Second Amended and Restated Credit Agreement (EQT Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14‎2.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16‎2.16, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 ‎2.15 or 2.16‎2.16, as the case may be, in the future future, and (ii) 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 7 contracts

Samples: Loan Agreement (Jetblue Airways Corp), Loan and Guarantee Agreement (Skywest Inc), Loan and Guarantee Agreement (Skywest Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, or if requires the Borrower is required Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.11, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowers) 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.11, as the case may be, in the future future, and (ii) 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 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 (Lazydays Holdings, Inc.), Credit Agreement (Lazydays Holdings, Inc.), Credit Agreement (Lazydays Holdings, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.10, or if the requires any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.11, then, then such Lender (at the request of the Borrower, such Lender Borrower Agent) 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.10 or 2.16Section 4.11, as the case may be, in the future future, and (ii) 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 Borrowers 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: Loan and Security Agreement (Trade Desk, Inc.), Loan and Security Agreement (Trade Desk, Inc.), Loan and Security Agreement (Trade Desk, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, at the request of the Borrower, then such Lender shall use reasonable efforts (subject to overall policy considerations of such Lender) 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 2.14 2.13 or 2.162.15, as the case may be, in the future and (ii) would not subject such Lender to any 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 6 contracts

Samples: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp.), Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp), Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.11(d), or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender Lender, or any Governmental Authority for the account of any Lender Lender, pursuant to Section 2.164.09, then, then at the request of the Borrower, Borrower such Lender shall shall, as applicable, 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.09 or 2.16, Section 4.11(d) (as the case may be), in the future future, 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 6 contracts

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

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, 2.14 or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use commercially reasonable efforts to 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be2.14, in the future future, and (ii) 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 6 contracts

Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.11, thenthen such Lender shall, at the request of the Borrower, 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.10 or 2.16Section 4.11, as the case may be, in the future and (ii) 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 6 contracts

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

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, or if requires the Borrower is required or any Guarantor to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.12, as the case may be, in the future future, and (ii) 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 6 contracts

Samples: Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.149.4, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.1611.1, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 9.4 or 2.16Section 11.1, as the case may be, in the future future, and (ii) 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 5 contracts

Samples: Credit Agreement (ATN International, Inc.), Credit Agreement (ATN International, Inc.), Credit Agreement (ATN International, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.162.14, as the case may be, in the future future, and (ii) 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 5 contracts

Samples: Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.149.01, or if requires the applicable Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.169.02, then, then such Lender shall (at the request of the applicable Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such LenderLender (with the prior consent of the applicable Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 9.01 or 2.169.02, as the case may be, in the future and (ii) 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 applicable Borrower 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 5 contracts

Samples: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.148.3, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.168.5, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 8.3 or 2.168.5, as the case may be, in the future and (ii) 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 5 contracts

Samples: Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future future, and (ii) 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 5 contracts

Samples: Credit Agreement (Penn Virginia Corp), Master Assignment, Borrowing Base Increase Agreement, and Amendment No. 6 to Credit Agreement (Penn Virginia Corp), Credit Agreement (Gastar Exploration Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11 or Section 10.3, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, thenthen such Lender shall, at the request of the Borrower, 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11, Section 2.12 or 2.16Section 10.3, as the case may be, in the future and (ii) 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 5 contracts

Samples: Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.9, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.11, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.9 or 2.162.11, as the case may be, in the future future, and (ii) 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 5 contracts

Samples: 5 Year Credit Agreement (NOV Inc.), 5 Year Credit Agreement (National Oilwell Varco Inc), Credit Agreement (National Oilwell Varco Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11(B), or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances or Commitments hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11(B) or 2.16Section 2.15, as the case may be, in the future future, and (ii) 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 5 contracts

Samples: Credit Agreement (Sunnova Energy International Inc.), 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 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.15, as the case may be, in the future future, and (ii) 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 5 contracts

Samples: Credit Agreement (Entergy New Orleans, LLC), Credit Agreement (Entergy Mississippi, LLC), Credit Agreement (Entergy Mississippi, LLC)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.5 or 3.7 hereof, or if the Borrower is required requires Borrowers to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 2.163.8 hereof, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowing Agent) 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 if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 3.5, 3.7, or 2.163.8 hereof, as the case may be, in the future future, and (iib) 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 Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 5 contracts

Samples: Term Loan Credit and Security Agreement (Quantum Corp /De/), Term Loan Credit and Security Agreement (Quantum Corp /De/), Term Loan Credit and Security Agreement (Quantum Corp /De/)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.18, or if requires the Borrower is required Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.19, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowers) 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.18 or 2.162.19, as the case may be, in the future future, and (ii) 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 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 (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, at the request of the Borrower, 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 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not actually reimbursed or required to be reimbursed 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: Senior Secured Revolving Credit Agreement (Varagon Capital Corp), Senior Secured Revolving Credit Agreement (Bain Capital Private Credit), Revolving Credit Agreement (Bain Capital Private Credit)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.13, as the case may be, in the future future, and (ii) 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: Term Loan Credit Agreement (Eastman Chemical Co), Senior Bridge Term Loan Credit Agreement (Eastman Chemical Co), Term Loan Credit Agreement (Eastman Chemical Co)

Designation of a Different Lending Office. If In addition to the provisions in Section 2.13, if any Lender requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.16Section 2.15, as the case may be, in the future and (ii) 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: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Utilities Inc), Credit Agreement (Ugi Utilities Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.17, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.17 or 2.162.18, as the case may be, in the future future, and (ii) 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: Credit Agreement (SWK Holdings Corp), Credit Agreement (SWK Holdings Corp), Credit Agreement (Duluth Holdings Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14Subsection 1.11, or if the requires Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16Subsection 1.13, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Subsection 1.11 or 2.161.13, as the case may be, in the future future, and (ii) 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: Third Amendment and Confirmation Agreement (ATN International, Inc.), Credit Agreement (Atlantic Tele Network Inc /De), Credit Agreement (Shenandoah Telecommunications Co/Va/)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.148.01, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.168.02, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such LenderLender (with the prior consent of the Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 8.01 or 2.168.02, as the case may be, in the future and (ii) 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 out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Open Text Corp), Bridge Loan Agreement (Open Text Corp), Credit Agreement (Open Text Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender (at the request of the such Borrower, 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the a Borrower and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby severally, but not jointly, agrees to pay its portion, determined on a Pro-Rata Basis, of all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Senior Secured Revolving Credit Agreement (FS Investment Corp II), Senior Secured Revolving Credit Agreement (FS Investment Corp III), Senior Secured Revolving Credit Agreement (Corporate Capital Trust, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) 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: Credit Agreement (Ani Pharmaceuticals Inc), Credit Agreement (Ani Pharmaceuticals Inc), Credit Agreement (Ani Pharmaceuticals Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) 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: Credit Agreement (Midamerican Energy Co), Credit Agreement (Pacificorp /Or/), 364 Day Credit Agreement (Pacificorp /Or/)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.6(a) or Section 2.6(b), or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.4(d), then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.4(d), Section 2.6(a) or 2.16Section 2.6(b), as the case may be, in the future future, and (ii) 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 3 contracts

Samples: Loan Agreement (Vivint Solar, Inc.), Loan Agreement (Vivint Solar, Inc.), Loan Agreement (Vivint Solar, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.14, as the case may be, in the future future, and (ii) 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 3 contracts

Samples: Credit Agreement (Cloudera, Inc.), Credit Agreement (Leidos Holdings, Inc.), Credit Agreement (Leidos Holdings, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.16Section 2.13, as the case may be, in the future future, and (ii) 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 3 contracts

Samples: Borrowing Base Agreement (TXO Partners, L.P.), Credit Agreement (TXO Partners, L.P.), Credit Agreement (MorningStar Partners, L.P.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if delivers a notice described in Section 2.13, or requires the Borrower is required Borrowers to pay any Indemnified Taxes Tax or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowers) 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts any amount payable pursuant to Section 2.14 2.12 or 2.162.15, or illegality, as the case may be, in the future and (ii) 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 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 (Hecla Mining Co/De/), Credit Agreement (Hecla Mining Co/De/), Credit Agreement (Hecla Mining Co/De/)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if delivers a notice described in Section 2.15, or requires the Borrower is required to pay any Indemnified Taxes Tax or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts any amount payable pursuant to Section 2.14 or 2.162.17, or illegality, as the case may be, in the future and (ii) 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 3 contracts

Samples: Credit Agreement (Comstock Resources Inc), Credit Agreement (Comstock Oil & Gas Investments, LLC), Credit Agreement (AMERICAN EAGLE ENERGY Corp)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.4, or if requires the Borrower is required Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.6, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowers) use reasonable efforts to designate a different lending office Applicable 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.4 or 2.16Section 3.6, as the case may be, in the future future, and (ii) 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 Borrowers hereby, 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: Loan Agreement (RCM Technologies, Inc.), Loan Agreement (RCM Technologies, Inc.), Loan Agreement (RCM Technologies Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, 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 affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) 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 3 contracts

Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any 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 3 contracts

Samples: Senior Secured Revolving Credit Agreement (Resource Capital Corp.), Senior Secured Revolving Credit Agreement (Resource Capital Corp.), Senior Secured Revolving Credit Agreement (Corporate Capital Trust, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.145.8, or if the a Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.165.9, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowing Agent) 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 5.8 or 2.16Section 5.9, as the case may be, in the future future, and (ii) 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 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 (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable best efforts to designate a different lending office for funding or booking its Revolving Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) 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 3 contracts

Samples: Credit Agreement (Fiesta Restaurant Group, Inc.), Credit Agreement (Carrols Restaurant Group, Inc.), Credit Agreement (Carrols Restaurant Group, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section Sections 2.14 or 2.16, as the case may be, in the future and (ii) 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 3 contracts

Samples: Credit Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Credit Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Credit Agreement (Jones Lang LaSalle Income Property Trust, Inc.)

Designation of a Different Lending Office. If any the Lender requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 2.16, then, then the Lender shall (at the request of the Borrower, 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 if, in the judgment of such the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16, as the case may be, in the future future, and (ii) would not subject such the Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any the Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Offerpad Solutions Inc.), Credit Agreement (Offerpad Solutions Inc.), Credit Agreement (Supernova Partners Acquisition Company, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.13, as the case may be, in the future future, and (ii) 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 3 contracts

Samples: Credit Agreement (Juniper Networks Inc), Credit Agreement (Juniper Networks Inc), Credit Agreement (Juniper Networks Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender to any 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 3 contracts

Samples: Senior Secured Term Loan Credit Agreement (American Capital, LTD), Senior Secured Term Loan Credit Agreement (American Capital, LTD), Senior Secured Revolving Credit Agreement (American Capital, LTD)

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Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.7 or 3.9, or if requires the Borrower is required Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 2.163.10, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances to the Borrowers hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.7, 3.9 or 2.163.10, as the case may be, in the future future, and (ii) 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 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: Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP), Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP), Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.11, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.12, as the case may be, in the future future, and (ii) 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 3 contracts

Samples: Term Loan Agreement (Sorrento Therapeutics, Inc.), Term Loan Agreement (Sorrento Therapeutics, Inc.), Term Loan Agreement (Sorrento Therapeutics, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.149 of this Addendum 1, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16this Addendum 1, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable by Borrower pursuant to Section 2.14 or 2.16this Addendum 1, as the case may be, in the future future, and (ii) 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 3 contracts

Samples: Loan and Security Agreement (Akero Therapeutics, Inc.), Loan and Security Agreement (Kaleido Biosciences, Inc.), Loan and Security Agreement (Kaleido Biosciences, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, at the request of the Borrower, 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 2.14 2.13 or 2.162.15, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not actually reimbursed or required to be reimbursed 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 3 contracts

Samples: Revolving Credit Agreement (Hercules Capital, Inc.), Revolving Credit Agreement (Hercules Capital, Inc.), Revolving Credit Agreement (Hercules Capital, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.16, as the case may be, in the future and (ii) 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 3 contracts

Samples: Five Year Credit Agreement (South Carolina Electric & Gas Co), Five Year Credit Agreement (South Carolina Electric & Gas Co), Credit Agreement (South Carolina Electric & Gas Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, 2.12 or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, 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 affiliatesAffiliates, if if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.15, as the case may be, in the future future, and (ii) 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 cause more than an insubstantial disadvantage 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: Asset Sale Term Credit Agreement (Ovintiv Inc.), Credit Agreement (Ovintiv Inc.), Term Credit Agreement (Ovintiv Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.1411.01, or if requires the Borrower is required Borrowers to pay any Indemnified Taxes Taxes, including Other Taxes, or any additional amounts amount to any Lender or any Governmental Authority Entity for the account of any Lender pursuant to Section 2.1611.02, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such LenderLender (with the prior consent of the Borrowers), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 11.01 or 2.16Section 11.02, as the case may be, in the future and (ii) 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 Borrowers hereby agrees agree to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Senior Secured Credit Agreement (Tucows Inc /Pa/), Senior Secured Credit Agreement (Tucows Inc /Pa/), Senior Secured Credit Agreement (Tucows Inc /Pa/)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.145.1, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.165.2, then, at the request of the Borrower, 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 affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 5.1 or 2.165.2, as the case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense which Borrower is not required prepared to be reimbursed by the Borrower compensate such Lender for 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 3 contracts

Samples: Second Amended and Restated Loan Agreement (Andersons, Inc.), Loan Agreement (Andersons, Inc.), Loan Agreement (Andersons, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.16Section 2.13, as the case may be, in the future future, and (ii) 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 3 contracts

Samples: Credit Agreement (Extraction Oil & Gas, Inc.), Debtor in Possession Credit Agreement (Extraction Oil & Gas, Inc.), Credit Agreement (Extraction Oil & Gas, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.3 or Section 4.5, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.7, thenthen such Lender shall, at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 2.14 4.3, Section 4.5 or 2.16Section 4.7, as the case may be, in the future future; and (iib) 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 2 contracts

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

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.13, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Term Loan Credit Agreement (Entergy Mississippi, LLC), Term Loan Credit Agreement (Entergy Louisiana, LLC)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.08, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 2.162.10, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.08 or 2.162.10, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Term Loan Credit Agreement (Entergy New Orleans, LLC), Term Loan Credit Agreement (Entergy New Orleans, LLC)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to to designate a different 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.13, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, thenthen such Lender shall, at the request of if requested by the Borrower, 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 if, in the reasonable judgment of such Lender, such designation or assignment (ix) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.16Section 2.15, as the case may be, in the future and (iiy) 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 2 contracts

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

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.147.1, or if the either Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to Section 2.167.6, then, then such Lender shall (at the request of the Lead Borrower, 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 7.1 or 2.16Section 7.6, as the case may be, in the future future, and (ii) 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 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 2 contracts

Samples: Term Loan Agreement (Triton International LTD), Term Loan Agreement (Triton International LTD)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14subsection (a) of this paragraph entitled “YIELD PROTECTION”, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16subsection (b) of this paragraph entitled “YIELD PROTECTION”, then, at the request of the Borrower, such then Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans the Construction Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 such subsection (a) or 2.16(b), as the case may be, in the future and (ii) 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 2 contracts

Samples: Construction Loan Agreement (Campus Crest Communities, Inc.), Construction Loan Agreement (Campus Crest Communities, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.16Section 2.13, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. Upon receipt of such estimate, the Borrower may approve the proposed designation or assignment, in which case the Lender shall use reasonable efforts to effect the same. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such approved designation or assignment.

Appears in 2 contracts

Samples: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp), Loan and Security Agreement (Crescent Capital BDC, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.7, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.6, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 2.6 or 2.162.7, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Credit and Security Agreement (Progenity, Inc.), Credit and Security Agreement (Progenity, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Credit Agreement (Helmerich & Payne, Inc.), Credit Agreement (Helmerich & Payne Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, at the request of the Borrower, then such Lender shall (i) file any certificate or document reasonably requested in writing by the Borrower and/or (ii) 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 if, in the reasonable judgment of such Lender, such designation or assignment (ix) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.162.15, as the case may be, in the future and (iiy) would not subject such Lender to any material unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such LenderLender 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 (NRG Yield, Inc.), Credit Agreement (GenOn Energy, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11 or Section 10.3, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, thenthen such Lender shall, at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11, Section 2.12 or 2.16Section 10.3, as the case may be, in the future and (ii) 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 2 contracts

Samples: Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.9, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use commercially 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 judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.9 or 2.16Section 4.13, as the case may be, in the future future, and (ii) 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 in such Lender’s reasonable judgment. 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 (Vista Oil & Gas, S.A.B. De C.V.), Loan Agreement (Vista Oil & Gas, S.A.B. De C.V.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, thenor if LIBOR becomes unavailable under Section 2.12(c), at the request of the Borrower, 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12(c), Section 2.13 or 2.16Section 2.15, as the case may be, in the future and (ii) 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 2 contracts

Samples: Credit Agreement (New York REIT, Inc.), Credit Agreement (American Realty Capital New York Recovery Reit Inc)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.8, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.9, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.8 or 2.16Section 2.9, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.), Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.3 or Section 4.5, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.7, thenthen such Lender shall, at the request of the Borrower, 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 affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 2.14 4.3, Section 4.5 or 2.16Section 4.7, as the case may be, in the future and (iib) 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 2 contracts

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

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.13, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Credit Agreement (Extraction Oil & Gas, LLC), Credit Agreement (Extraction Oil & Gas, LLC)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10 or Section 3.5, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.165.4, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10, Section 3.5 or 2.16Section 5.4, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Credit Agreement (Del Frisco's Restaurant Group, Inc.), Credit Agreement (Del Frisco's Restaurant Group, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Term Loan Agreement (Kinder Morgan, Inc.), Bridge Credit Agreement (Kinder Morgan, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.19, or if the requires any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender Recipient or any Governmental Authority for the account of any Lender pursuant to Section 2.162.20, then, then such Lender shall (at the request of the relevant Borrower, 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 if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.19 or 2.16Section 2.20, as the case may be, in the future future, and (ii) 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 relevant 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: Amendment and Restatement Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc)

Designation of a Different Lending Office. If any Lender delivers a notice pursuant to Section 2.16, requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Credit Agreement (Ohio Power Co), Credit Agreement (Ohio Power Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable best 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) 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 2 contracts

Samples: Credit Agreement (Carrols Restaurant Group, Inc.), Credit Agreement (Carrols Restaurant Group, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.15, as the case may be, in the future and (ii) 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 out-of-pocket 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 Borrower shall be conclusive absent manifest error.

Appears in 2 contracts

Samples: Credit Agreement (Hercules Offshore, Inc.), Credit Agreement (Hercules Offshore, Inc.)

Designation of a Different Lending Office. If any Lender delivers a notice pursuant to Section 2.13, requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder Applicable Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.15, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Credit Agreement (Ohio Power Co), Credit Agreement (AEP Texas Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.1414.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.1616.12, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.1614.12, as the case may be, in the future future, and (ii) 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 2 contracts

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

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.145.11(d), or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender Lender, or any Governmental Authority for the account of any Lender Lender, pursuant to Section 2.165.09, then, then at the request of the Borrower, Borrower such Lender shall shall, as applicable, 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 5.09 or 2.16, Section 5.11(d) (as the case may be), in the future future, 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 2 contracts

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

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required or any Guarantor to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.13, as the case may be, in the future future, and (ii) 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 2 contracts

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

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, 3.06 or if the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to Section 2.163.07, then, then such Lender shall (at the request of the Borrower, 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.06 or 2.16Section 3.07, as the case may be, in the future future, and (ii) would not subject such Lender to any material unreimbursed cost or expense not required to be reimbursed by the Borrower 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 (Amcon Distributing Co), Credit Agreement (Amcon Distributing Co)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.8, or if the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.10, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.8 or 2.163.10, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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 (Insperity, Inc.), Credit Agreement (Insperity, Inc.)

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if delivers a notice described in Section 2.15, or requires the Borrower is required to pay any Indemnified Taxes Tax or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then, then such Lender shall (at the request of the Borrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts any amount payable pursuant to Section 2.14 or 2.162.17, or illegality, as the case may be, in the future future, and (ii) 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 2 contracts

Samples: Credit Agreement (Globant S.A.), Credit Agreement (Globant S.A.)

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