Mitigation of Obligations. If any Lender requests compensation under Section 2.12, or if Borrower is required to pay any additional amount to the Administrative Agent, any Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.15, then such Lender or Issuing Bank, as the case may be, shall use reasonable efforts to designate a different lending office for funding or booking its Loans, Letters of Credit or other assets in respect of which Borrower has Obligations pursuant to this Agreement or any other Loan Document 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 or that may thereafter accrue pursuant to Section 2.12 or 2.15, as the case may be and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.
Appears in 3 contracts
Samples: Credit Agreement (Harry & David Holdings, Inc.), Credit Agreement (Harry & David Holdings, Inc.), Credit Agreement (Harry & David Holdings, Inc.)
Mitigation of Obligations. Each Lender will notify Borrower of any event occurring after the Closing Date that will entitle such Person to compensation pursuant to Section 2.18 or Section 2.20, as the case may be, as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for any costs, fees, expenses, or additional interest due to the failure to provide such notice. If any Lender requests compensation under Section 2.122.18, or if the Borrower is required to pay any additional amount to the Administrative Agent, any Lender, any Issuing Bank Lender or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.152.20, then such Lender or Issuing Bank, as the case may be, shall use reasonable efforts to designate avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans, Letters of Credit or other assets in respect of which Borrower has Obligations pursuant to this Agreement or any other Loan Document Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.18 or that may thereafter accrue pursuant to Section 2.12 or 2.152.20, as the case may be be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 2 contracts
Samples: Modification of Loan Documents (NexPoint Residential Trust, Inc.), Revolving Credit Agreement (NexPoint Residential Trust, Inc.)
Mitigation of Obligations. If any Lender or Issuing Lender requests compensation under Section 2.122.13, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes, or additional amount to the Administrative Agent, any Lender, any Issuing Bank Lender or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.152.23, then such Lender or Issuing Bankshall, as at the case may beBorrower’s request, shall use reasonable efforts to designate a different lending office for funding or booking its Loans, Loans or obligations in respect of any Letters of Credit or other assets in respect of which Borrower has Obligations pursuant to this Agreement or any other Loan Document issued 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 or Issuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable or that may thereafter accrue pursuant to Section 2.12 2.13 or 2.152.23, as the case may be be, in the future and (ii) would not subject such Lender or Issuing Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or Issuing Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Lender in connection with any such designation or assignment.
Appears in 2 contracts
Samples: Credit Agreement (P10, Inc.), Credit Agreement (P10, Inc.)
Mitigation of Obligations. If any Lender requests compensation under Section 2.12, or if the Borrower is are required to pay any additional amount to the Administrative Agent, any Lender, Lender under Section 2.11 or to any Issuing Bank Lender or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.15Section 2.13, then such Lender or Issuing Bank, as the case may be, shall use reasonable efforts to designate a different lending office for funding or booking its LoansLoans hereunder, Letters of Credit or other assets in respect of which Borrower has Obligations pursuant to this Agreement or any other Loan Document or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, to file any certificate or document reasonably requested by the Borrower or to take other reasonable measures, if, in the reasonable judgment of such Lender, such designation designation, assignment, filing or assignment other measures (i) would eliminate or reduce amounts payable or that may thereafter accrue pursuant to Section 2.12 Section 2.11 or 2.15Section 2.13, as the case may be be, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.15 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.13.
Appears in 2 contracts
Samples: Credit Agreement (Wheels Up Experience Inc.), Credit Agreement (Wheels Up Experience Inc.)