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Common use of Mitigation Obligations Clause in Contracts

Mitigation Obligations. If 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 5.01 or this Section 5.03, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 37 contracts

Samples: Term Loan Agreement (Sanara MedTech Inc.), Term Loan Agreement (NeuroPace Inc), Term Loan Agreement (NeuroPace Inc)

Mitigation Obligations. If any Lender requests compensation under Section 3.04, or Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 3.01, or this if any Lender gives a notice pursuant to Section 5.033.02, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 3.01 or this Section 5.033.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegationassignment.

Appears in 19 contracts

Samples: Credit Agreement (Higher One Holdings, Inc.), Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.)

Mitigation Obligations. 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 5.01 or this Section 5.035.05, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.035.05, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 14 contracts

Samples: Term Loan Agreement (Valeritas Holdings Inc.), Term Loan Agreement (Valeritas Holdings Inc.), Term Loan Agreement (Valeritas Holdings Inc.)

Mitigation Obligations. 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 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 9 contracts

Samples: Credit Agreement (Outset Medical, Inc.), Credit Agreement (Zymergen Inc.), Credit Agreement (Zymergen Inc.)

Mitigation Obligations. 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 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole sole, reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 5 contracts

Samples: Credit Agreement (Nevro Corp), Credit Agreement (Allurion Technologies, Inc.), Bridging Agreement (Allurion Technologies Holdings, Inc.)

Mitigation Obligations. If 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 5.01 or this Section 5.03, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 4 contracts

Samples: Term Loan Agreement (Silk Road Medical Inc), Term Loan Agreement (Silk Road Medical Inc), Term Loan Agreement (Silk Road Medical Inc)

Mitigation Obligations. 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 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) 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 and delegation.

Appears in 4 contracts

Samples: Fifth Amendment to Credit Agreement and Guaranty (Biodesix Inc), Credit Agreement and Guaranty (Biodesix Inc), Credit Agreement and Guaranty (Biodesix Inc)

Mitigation Obligations. If 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 5.01 or this Section 5.03, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 4 contracts

Samples: Credit Agreement (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp)

Mitigation Obligations. 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 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 4 contracts

Samples: Credit Agreement and Guaranty (BioXcel Therapeutics, Inc.), Credit Agreement (BioXcel Therapeutics, Inc.), Credit Agreement and Guaranty and Revenue Interest Financing Agreement (Impel Pharmaceuticals Inc)

Mitigation Obligations. 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 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole sole, reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 3 contracts

Samples: Credit Agreement and Guaranty (Pear Therapeutics, Inc.), Credit Agreement and Guaranty (Pear Therapeutics, Inc.), Credit Agreement (Thimble Point Acquisition Corp.)

Mitigation Obligations. (a) 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 5.01 or this Section 5.035.05, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.035.05, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 3 contracts

Samples: Term Loan Agreement (Corium International, Inc.), Term Loan Agreement (Corium International, Inc.), Term Loan Agreement (Corium International, Inc.)

Mitigation Obligations. If Borrower is the Borrowers are 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 5.01 or this Section 5.035.05, then such Lender shall (at the request of Borrowerthe Borrowers) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.035.05, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower The Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 2 contracts

Samples: Term Loan Agreement (TriVascular Technologies, Inc.), Term Loan Agreement (TriVascular Technologies, Inc.)

Mitigation Obligations. If any Lender requests compensation under Section 5.04, or requires 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 5.01 or this Section 5.035.01, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 5.04 or this Section 5.035.01, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) 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 and delegationassignment.

Appears in 2 contracts

Samples: Delayed Draw Term Loan Credit Agreement (Devon Energy Corp/De), Credit Agreement (Devon Energy Corp/De)

Mitigation Obligations. If Borrower is Borrowers are 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 5.01 or this Section 5.03, then such Lender shall (at the request of Administrative Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its the Term Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 2 contracts

Samples: Credit Agreement (Kestra Medical Technologies, Ltd.), Credit Agreement and Guaranty (Kestra Medical Technologies, Ltd.)

Mitigation Obligations. 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 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 2 contracts

Samples: Credit Agreement (Menlo Therapeutics Inc.), Credit Agreement (Foamix Pharmaceuticals Ltd.)

Mitigation Obligations. If any Lender requests compensation under Section 8.03, or the Borrower is or will be 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 5.01 or this Section 5.038.05, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates Affiliates, 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 5.01 8.03 or this Section 5.038.05, as the case may be, in the future, future and (ii) would not subject such Lender to any material unreimbursed cost or expense and (iii) 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 and delegationassignment.

Appears in 2 contracts

Samples: Term Credit Agreement (Marathon Oil Corp), Credit Agreement (Marathon Oil Corp)

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

Appears in 2 contracts

Samples: Credit Agreement (Oyster Point Pharma, Inc.), Credit Agreement (Oyster Point Pharma, Inc.)

Mitigation Obligations. 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 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 2 contracts

Samples: Credit Agreement (C4 Therapeutics, Inc.), Credit Agreement (C4 Therapeutics, Inc.)

Mitigation Obligations. If any Lender requests compensation under Section 5.01, or if the Borrower is required to pay any Indemnified Taxes Tax or additional amounts amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 or this Section 5.03, as the case may be, in the future, future and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) 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 and delegation.assignment

Appears in 2 contracts

Samples: Master Assignment, Agreement and Amendment No. 9 to Credit Agreement (Jones Energy, Inc.), Credit Agreement (Jones Energy, Inc.)

Mitigation Obligations. (a) If Borrower any Lender requests compensation under Section 3.5, or if any Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this Section 5.033.7, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans or the Letter of Credit (or any participation therein) hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates Affiliates, 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 5.01 3.5 or this Section 5.033.7, as the case may beapplicable, in the future, future and (ii) would not subject such Lender or any of its Affiliates to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such LenderLender or any of its Affiliates. Borrower The Loan Parties hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegationassignment.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Wellchoice Inc)

Mitigation Obligations. If 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 5.01 or this Section 5.035.05, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.035.05, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 1 contract

Samples: Term Loan Agreement (Exagen Diagnostics Inc)

Mitigation Obligations. If any Lender requests compensation under Section 5.04, or requires any 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 5.01 or this Section 5.035.01, then such Lender shall (at the request of such Borrower) use commercially reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 5.04 or this Section 5.035.01, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender. The applicable Borrower hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegationassignment.

Appears in 1 contract

Samples: Credit Agreement (Devon Energy Corp/De)

Mitigation Obligations. (a) If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this Section 5.032.14, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates Affiliates, or otherwise take such reasonable action available to it, if, in the sole reasonable judgment of such Lender, such designation designation, assignment or assignment and delegation would other action (i) would eliminate or reduce amounts payable pursuant to Section 5.01 2.13 or this Section 5.032.14, as the case may be, in the future, future and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) 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 designation, assignment or assignment and delegationother action.

Appears in 1 contract

Samples: Credit Agreement (Daisy Parts Inc)

Mitigation Obligations. If any Lender requests compensation under Section 2.11, or requires 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 5.01 or this Section 5.032.17, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 2.11 or this Section 5.032.17, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) 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 and delegationassignment.

Appears in 1 contract

Samples: Revolving Loan Agreement (TP Flexible Income Fund, Inc.)

Mitigation Obligations. 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 5.01 or this Section 5.035.02, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.035.02, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 1 contract

Samples: Credit Agreement (Tpi Composites, Inc)

Mitigation Obligations. If 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 5.01 or this Section 5.03, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be materially disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 1 contract

Samples: Term Loan Agreement (Treace Medical Concepts, Inc.)

Mitigation Obligations. If the Borrower is are 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 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) 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 Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 1 contract

Samples: Credit Agreement (Chembio Diagnostics, Inc.)

Mitigation Obligations. If the Borrower is are 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 5.01 or this Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. The Borrower hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 1 contract

Samples: Credit Agreement (Agile Therapeutics Inc)

Mitigation Obligations. If Borrower is the Borrowers are 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 5.01 or this Section 5.035.05, then such Lender shall (at the request of Borrowerthe Borrowers are) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.035.05, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower The Borrowers are hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 1 contract

Samples: Term Loan Agreement (TriVascular Technologies, Inc.)

Mitigation Obligations. If any Lender requests compensation under Section 2.09, 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 5.01 or this Section 5.032.11, then such Lender Lender, as applicable, shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 2.09 or this Section 5.032.11, as the case may be, in the future, future and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) 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 and delegationassignment.

Appears in 1 contract

Samples: Senior Unsecured Term Loan Agreement (Seritage Growth Properties)

Mitigation Obligations. If any Lender requests compensation under Section 3.5, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this Section 5.033.7, then such Lender shall (at shall, only if duly requested by the request of Borrower) , use commercially reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit (or any participation therein) hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 3.5 or this Section 5.033.7, as the case may beapplicable, in the future, future and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) 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 and delegationassignment.

Appears in 1 contract

Samples: Credit Agreement (A C Moore Arts & Crafts Inc)

Mitigation Obligations. If any Lender requests compensation under Section 2.15, 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 5.01 or this Section 5.032.17, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 Sections 2.15 or this Section 5.032.17, as the case may be, in the future, future and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) 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 and delegation.

Appears in 1 contract

Samples: Credit Agreement (Leggett & Platt Inc)

Mitigation Obligations. 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 5.01 3.01 or this Section 5.033.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole sole, reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 3.01 or this Section 5.033.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 1 contract

Samples: Credit Agreement (NanoString Technologies Inc)

Mitigation Obligations. If any Lender requests compensation under Section 5.04, or requires anythe 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 5.01 or this Section 5.035.01, then such Lender shall (at the request of suchthe Borrower) use commercially reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 5.04 or this Section 5.035.01, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender. The applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegationassignment.

Appears in 1 contract

Samples: Credit Agreement (Devon Energy Corp/De)

Mitigation Obligations. If Borrower is any Lender requests compensation under Section 5, or the Borrowers are required to pay any Indemnified Taxes or additional amounts amount to any Lender or to any Governmental Authority for the account of any such Lender pursuant to Section 5.01 7, or this if any Lender gives a notice pursuant to Section 5.039 or 10, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 5 or this Section 5.037, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 9 or 10, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender. Borrower The Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegationassignment.

Appears in 1 contract

Samples: Revolving Credit Agreement (KKR Financial Holdings LLC)

Mitigation Obligations. If any Lender requests compensation under Section 2.09, 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 5.01 or this Section 5.032.11, then such Lender Lender, as applicable, shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans an Advance hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 2.09 or this Section 5.032.11, as the case may be, in the future, future and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) 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 and delegationassignment.

Appears in 1 contract

Samples: Senior Unsecured Term Loan Agreement (Seritage Growth Properties)

Mitigation Obligations. If 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 5.01 or this Section 5.035.03 , then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.035.03 , as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Term Loan Agreement (T2 Biosystems, Inc.)

Mitigation Obligations. 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 5.01 ‎5.01 or this Section 5.03‎5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 ‎5.01 or this Section 5.03‎5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (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 assignment and delegation.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Athenex, Inc.)

Mitigation Obligations. If Borrower is Obligors are 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 5.01 or this Section 5.03, then such Lender shall (at the request of BorrowerBorrowers) use commercially reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Each 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 and delegation.

Appears in 1 contract

Samples: Credit Agreement and Guaranty (GeneDx Holdings Corp.)

Mitigation Obligations. If 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 5.01 or this Section 5.03, then 5.03,then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as 5.03,as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

Appears in 1 contract

Samples: Credit Agreement (Aquestive Therapeutics, Inc.)

Mitigation Obligations. If any Lender requests compensation under Section 5.04, or requires any 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 5.01 or this Section 5.035.01, then such Lender shall (at the request of such Borrower) use commercially reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates affiliates, 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 5.01 5.04 or this Section 5.035.01, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender. The applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegationassignment.

Appears in 1 contract

Samples: Credit Agreement (Devon Energy Corp/De)