Common use of Mitigation Obligations Clause in Contracts

Mitigation Obligations. If any Lender requests compensation under Section 3.9 or Section 3.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.13 or if any Lender gives a notice pursuant to Section 3.11, 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 3.9, Section 3.12 or Section 3.13, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.9 or Section 3.123.9, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.13 or if any Lender gives a notice pursuant to Section 3.113.10(b), 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 3.9, Section 3.12 3.9 or Section 3.13, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.113.10(b), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender or L/C Issuer requests compensation under Section 3.9 or Section 3.123.04, or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender Lender, L/C Issuer or any Governmental Authority for the account of any Lender or L/C Issuer, as applicable, pursuant to Section 3.13 or if any Lender gives a notice pursuant to Section 3.113.01, then, at the request of the Borrower, then such Lender or L/C Issuer shall use reasonable efforts to designate a different Lending Office lending office for funding or booking its Revolving Loans or issuing Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such LenderLender or L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 3.01 or Section 3.133.04, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicable, and (ii) in each case, would not subject such Lender or L/C Issuer to any unreimbursed un-reimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or L/C Issuer. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.9 or Section 3.123.04, or requires the Borrower Loan Parties are 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 3.13 3.01 (other than additional amounts arising from VAT), or if any Lender gives a notice pursuant to Section 3.113.02, then, at the request of the Borrower, then such Lender shall will use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 3.01 or Section 3.133.04, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.113.02, as applicable, and (iib) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Loan Parties hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any the Lender delivers notice to the Borrowers pursuant to Section 4.8(b), or requests compensation under Section 3.9 or Section 3.124.10, or requires the Borrower Borrowers to pay any Indemnified Taxes or additional amounts amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.13 or if any Lender gives a notice pursuant to Section 3.114.12, then, at upon the request of Parent, 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, in the judgment of such the Lender, such designation or assignment (i) would make it lawful or possible, as the case may be, to honor its obligations to make or maintain LIBOR Rate Loans or Foreign Currency Loans hereunder or would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 4.10 or Section 3.134.12, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any the Lender requests compensation under Section 3.9 or Section 3.12, or requires the Borrower to pay any Indemnified Taxes pursuant to Section 3.13 or additional amounts to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.13 or if any the Lender gives a notice pursuant to Section 3.11, then, at the request of the Borrower, 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 judgment of such the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 or Section 3.13, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.9 or Section 3.12, 3.12 or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.13 or if any Lender gives a notice pursuant to Section 3.11, 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 3.9, Section 3.12 or Section 3.13, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to Sections 2.14, 2.15 and 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Lender shall not be liable for the failure to provide such notice. If any Lender requests compensation under Section 3.9 or Section 3.122.14, or requires 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 3.13 or if any Lender gives a notice pursuant to Section 3.112.16, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate avoid or minimize the amounts payable, including, without limitation, the designation of a different Lending Office lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 2.14 or Section 3.132.16, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.9 2.12 or Section 3.122.13, or requires the Borrower 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 3.13 or if any 2.13, then such Lender gives a notice pursuant to Section 3.11, then, shall (at the request of any Borrower or the Borrower, such Lender shall Borrower Representative) use reasonable efforts to designate a different Lending Office lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 2.12 or Section 3.132.13, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicablefuture, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.9 or Section 3.126.7 of this Agreement, or requires the Borrower Tripwire 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 3.13 6.1 of this Agreement, or if any Lender gives a notice pursuant to Section 3.116.5 of this Agreement, then, at the request of the Borrower, then such Lender shall use reasonable efforts to (a) designate a different Lending Office lending office for funding or booking its Loans hereunder under this Agreement, or to (b) assign its rights and obligations hereunder under this Agreement to another of its offices, branches branches, or affiliates, if, in the judgment of such Lender, such designation or assignment (iy) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 6.1 or Section 3.136.7 of this Agreement, as the case may be, in the future future, or would eliminate the need for the notice pursuant to Section 3.11, as applicable6.5 of this Agreement, and (iiz) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Tripwire hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.9 3.01 or Section 3.123.02, or requires Parent or 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 3.13 3.05, or if any Lender gives a notice pursuant to Section 3.113.03, then, at the request of the Borrower, then such Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Office Installation 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, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.93.01, Section 3.12 3.02 or Section 3.133.05, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.113.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Parent hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.9 or Section 3.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.13 or if any Lender gives a notice pursuant to Section 3.11, 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 3.9, Section 3.12 or Section 3.13, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.” (n) Section 6.7 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Mitigation Obligations. If any Lender requests compensation under Section 3.9 or Section 3.123.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.13 3.01, or if any Lender gives a notice pursuant to Section 3.113.02, then, then at the request of the Borrower, 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 assignment: (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 3.01 or Section 3.133.04, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.113.02, as applicable, ; and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any the Lender requests compensation under Section 3.9 or Section 3.123.03, or requires the Borrower (on behalf of itself or any Fund) is required to pay any Indemnified Taxes or additional amounts amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.13 3.01, or if any the Lender gives a notice pursuant to Section 3.113.02, then, at then the request of the Borrower, such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its the Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates and to take any other actions reasonable in the sole judgment of the Lender, if, in the sole judgment of such the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 3.01 or Section 3.133.03, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.113.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense 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 designation, assignment or assignmentaction.

Mitigation Obligations. If any the Lender requests compensation under Section 3.9 or Section 3.123.03, or requires the Borrower 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 3.13 3.01, or if any the Lender gives a notice pursuant to Section 3.113.02, then, then at the request of the Borrower, such the Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its the Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 3.01 or Section 3.133.03, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.113.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.9 or Section 3.12, or requires the Borrower Obligor 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 3.13 5.01 or if any this Section 5.03, then such Lender gives a notice pursuant to Section 3.11, then, shall (at the request of the Borrower, such Lender shall Borrower or applicable Obligor) 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 3.9, 5.01 or this Section 3.12 or Section 3.135.03, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11future, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would (iii) not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 40 expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation.

Mitigation Obligations. If any the Lender delivers notice to the Borrowers pursuant to Section 4.8(b), or requests compensation under Section 3.9 or Section 3.124.10, or requires the Borrower Borrowers to pay any Indemnified Taxes or additional amounts amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.13 or if any Lender gives a notice pursuant to Section 3.114.12, then, at upon the request of Parent, 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, in the judgment of such the Lender, such designation or assignment (i) would make it lawful or possible, as the case may be, to honor its obligations to make or maintain LIBOR Rate Loans or Foreign Currency Loans hereunder or would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 4.10 or Section 3.134.12, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not 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.

Mitigation Obligations. If any Lender or L/C Issuer requests compensation under Section 3.9 or Section 3.123.04, or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender Lender, L/C Issuer or any Governmental Authority for the account of any Lender or L/C Issuer, as applicable, pursuant to Section 3.13 or if any Lender gives a notice pursuant to Section 3.113.01, then, at the request of the Borrower, then such Lender or L/C Issuer shall use reasonable efforts to designate a different Lending Office for funding or booking its Revolving Loans or issuing Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such LenderLender or L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 3.01 or Section 3.133.04, as the case may be, in the future or eliminate the need for the notice pursuant to Section 3.11, as applicable, and (ii) in each case, would not subject such Lender or L/C Issuer to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or L/C Issuer. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations. (a) If any the Lender requests compensation under Section 3.9 or Section 3.123.03, or requires the any Borrower (on behalf of any Fund) is required to pay any Indemnified Taxes or additional amounts amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.13 3.01, or if any the Lender gives a notice pursuant to Section 3.113.02, then, at then the request of the Borrower, such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its the Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesaffiliates and to take any other actions reasonable in the sole judgment of the Lender, if, in the sole judgment of such the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 3.01 or Section 3.133.03, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.113.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such the Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any the Lender in connection with any such designation designation, assignment or assignmentaction.

Mitigation Obligations. If any the Lender requests compensation under Section 3.9 or Section 3.123.04, or requires the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.13 3.01, or if any the Lender gives a notice pursuant to Section 3.113.02, then, then at the request of the Borrower, such Borrower the Lender shall use reasonable efforts to designate a different Lending Lender’s 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 the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.9, Section 3.12 3.01 or Section 3.133.04, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 3.113.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense 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.