Common use of Mitigation Obligations; Replacement of Lender Clause in Contracts

Mitigation Obligations; Replacement of Lender. (a) If any Lender requests compensation under Section 2.15 or Section 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or Section 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or 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 (Micro Focus International PLC), Security Agreement, Credit Agreement (Micro Focus International PLC)

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Mitigation Obligations; Replacement of Lender. (a) If any Lender requests compensation under Section 2.15 or Section 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall shall, at the request of the Borrower, 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 2.15 or Section 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or 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: First Lien Credit Agreement (GoodRx Holdings, Inc.), First Lien Credit Agreement (GoodRx Holdings, Inc.), First Lien Credit Agreement (GoodRx Holdings, Inc.)

Mitigation Obligations; Replacement of Lender. (a) If any the Lender requests compensation under Section 2.15 or Section 2.173.04, or if the Borrower is Borrowers are required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 2.173.01, or if the Lender gives a notice pursuant to Section 3.02, then such the 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 the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 3.01 or Section 2.173.04, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or otherwise be disadvantageous to such the Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any the Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Credit Agreement (Christopher & Banks Corp), Credit Agreement (Christopher & Banks Corp)

Mitigation Obligations; Replacement of Lender. (a) If any Lender requests compensation under Section 2.15 or Section 2.172.12, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.13, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.12 or Section 2.172.13, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or 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 (CURO Group Holdings Corp.), Backed Revolving Credit Agreement (CURO Group Holdings Corp.)

Mitigation Obligations; Replacement of Lender. (a) If any Lender requests compensation under Section 2.15 or Section 2.172.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section Sections 2.15 or Section 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Revolving Credit Agreement, Revolving Credit Agreement (Oaktree Strategic Income II, Inc.)

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Mitigation Obligations; Replacement of Lender. (a) If any Lender requests compensation under Section ‎Section 2.15 or Section ‎Section 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i%4) would eliminate or reduce amounts payable pursuant to Section ‎Section 2.15 or Section ‎Section 2.17, as the case may be, in the future and (ii%4) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or 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 1 contract

Samples: Credit Agreement (Zebra Technologies Corp)

Mitigation Obligations; Replacement of Lender. (a) If any Lender requests compensation under Section 2.15 2.14 or Section 2.172.16, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 2.14 or Section 2.172.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or 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 1 contract

Samples: Credit Agreement (Seattle SpinCo, Inc.)

Mitigation Obligations; Replacement of Lender. (a) If any Lender requests compensation under Section 2.15 or Section 2.17SECTION 2.12, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17SECTION 2.13, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 SECTION 2.12 or Section 2.17SECTION 2.13, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or 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.. 47

Appears in 1 contract

Samples: Credit Agreement (CURO Group Holdings Corp.)

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