Common use of Mitigation Clause in Contracts

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 26 contracts

Samples: Loan and Security Agreement (Conns Inc), Loan and Security Agreement (Capella Healthcare, Inc.), Loan and Security Agreement (P&f Industries Inc)

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Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 11 contracts

Samples: Loan and Security Agreement (Olympic Steel Inc), Loan and Security Agreement (Seneca Foods Corp), Loan and Security Agreement (Frozen Food Express Industries Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers shall agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 8 contracts

Samples: Loan and Security Agreement (Hypercom Corp), Loan and Security Agreement (Boise Cascade Holdings, L.L.C.), Loan and Security Agreement (Nautilus, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender or unlawful. Borrowers shall Borrower agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 6 contracts

Samples: Loan and Security Agreement (Ak Steel Holding Corp), Loan and Security Agreement (Ak Steel Holding Corp), Loan and Security Agreement (Ak Steel Holding Corp)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.95.8, then at the request of Borrower Agent, such Lender shall use reasonable efforts to designate or assign its obligations hereunder to a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or AffiliatesOffice, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense expense, and would not otherwise be disadvantageous to itit or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 6 contracts

Samples: Loan, Guaranty and Security Agreement (SMART Global Holdings, Inc.), Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.), Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.10, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 6 contracts

Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.), First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.), First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 3.4 or requests compensation under Section 3.73.6, or if Borrowers Obligors are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.95.1, then at the request of Borrower Agent, such Lender shall use reasonable efforts to designate or assign its obligations hereunder to a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or AffiliatesOffice, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense expense, and would not otherwise be disadvantageous to itit in any material respect or unlawful. Borrowers Obligors shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 5 contracts

Samples: Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are any Borrower is required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers Each affected Borrower shall pay all reasonable costs and expenses incurred by any Lender that has issued a Commitment to such Borrower in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.73.6, or if the Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, if such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in the judgment of such Lender would not subject the Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to itit or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Credit Agreement (Milacron Holdings Corp.), Credit Agreement (Milacron Holdings Corp.), Canadian Security Agreement (Milacron Holdings Corp.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers shall agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 4 contracts

Samples: Loan and Security Agreement (Arctic Cat Inc), Loan and Security Agreement (Cooper Tire & Rubber Co), Credit Agreement (Covenant Transportation Group Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Loan and Security Agreement (Bespoke Capital Acquisition Corp), Loan and Security Agreement (Bespoke Capital Acquisition Corp), Loan and Security Agreement (Vintage Wine Estates, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.73.6, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers shall agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Ryerson Inc.), Credit Agreement (J.M. Tull Metals Company, Inc.), Credit Agreement (Ryerson Holding Corp)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are any Borrower is required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it. Borrowers Such Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Loan and Security Agreement (Americas Carmart Inc), Loan and Security Agreement (Americas Carmart Inc), Loan and Security Agreement (Americas Carmart Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay additional amounts with respect to a Lender under Section 5.95.10, then then, at the request of Borrower, such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Loan and Security Agreement (KCAP Financial, Inc.), Loan and Security Agreement (Flat Rock Capital Corp.), Loan and Security Agreement (Flat Rock Core Income Fund)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers shall Borrower agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Loan and Security Agreement (Ak Steel Holding Corp), Loan and Security Agreement (Ak Steel Holding Corp), Loan and Security Agreement (Sport Chalet Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to itit or unlawful. The Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Loan and Security Agreement (Conns Inc), Loan Agreement (Conns Inc), Loan Agreement (Conns Inc)

Mitigation. If any Lender or any Letter of Credit Issuer gives a notice under Section 3.5 4.2 or requests compensation under Section 3.74.3, or if Borrowers the Loan Parties are required to pay additional amounts with respect to a Lender under Section 5.94.1, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. The Borrowers shall agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 3 contracts

Samples: Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers Obligors are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.95.8, then at the request of Borrower Agent, such Lender shall use reasonable efforts to designate or assign its obligations hereunder to a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or AffiliatesOffice, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense expense, and would not otherwise be disadvantageous to itit in any material respect or unlawful. Borrowers Obligors shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Abl Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous in any material respect to itsuch Lender. Borrowers shall agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Loan and Security Agreement (Movado Group Inc), Loan and Security Agreement (Movado Group Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it. Borrowers shall promptly following request therefor pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.), Loan and Security Agreement (Commercial Vehicle Group, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers shall agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Loan and Security Agreement (Alon USA Energy, Inc.), Loan and Security Agreement (Alon USA Energy, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.9, then such at the request of Borrower, Lender shall use reasonable efforts to designate a different Lending Office lending office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Loan and Security Agreement (Select Interior Concepts, Inc.), Loan and Security Agreement (Nortech Systems Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.95.8, then at the request of Borrower Agent, such Lender shall use reasonable efforts to designate or assign its obligations hereunder to a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or AffiliatesOffice, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or eliminate or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense expense, and would not otherwise be disadvantageous to itin any material respect or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (Inari Medical, Inc.), Loan and Security Agreement (Calix, Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Loan, Guaranty and Security Agreement (Sanmina-Sci Corp), Loan, Guaranty and Security Agreement (Sanmina-Sci Corp)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are any Borrower is required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Term Loan Agreement (United Natural Foods Inc), Loan and Security Agreement (United Natural Foods Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.73.6, or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.9, then at the request of Borrower Agent, such Lender shall use reasonable efforts to designate a different Lending Office lending office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.), Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are any Borrower is required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers Each affected Borrower shall pay all reasonable costs and expenses incurred by any Lender that has issued a Commitment to such Borrower in connection with any such designation or assignment.. 3.9

Appears in 2 contracts

Samples: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.9, then such at the request of Borrower, Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Select Interior Concepts, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Akorn Inc)

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Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.10, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (American Vanguard Corp)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers Borrower are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.95.8, then at the request of Borrower, such Lender shall use reasonable efforts to designate or assign its obligations hereunder to a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or AffiliatesOffice, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense expense, and would not otherwise be disadvantageous to itit or unlawful. Borrowers Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Stonemor Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 4.3 or requests compensation under Section 3.74.4, or if Borrowers the Loan Parties are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.94.1, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers shall The Borrower 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 (Westlake Chemical Corp)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers shall Borrower 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: Loan and Security Agreement (Merix Corp)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are either Borrower is required to pay additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Multi Fineline Electronix Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.95.8, then at the request of Borrower, such Lender shall use reasonable efforts to designate or assign its obligations hereunder to a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or AffiliatesOffice, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or eliminate or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense expense, and would not otherwise be disadvantageous to itit or unlawful. Borrowers Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Summit Midstream Partners, LP)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender or unlawful. Borrowers shall agree 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 (Covenant Logistics Group, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.10, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Spectrum Brands, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office lending office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers shall pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan Agreement (Par Pacific Holdings, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office lending office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Radiant Logistics, Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or be unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Imperial Sugar Co /New/)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay additional amounts with respect to a Lender under Section 5.95.7, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Cross Country Healthcare Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers Obligors are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers Obligors shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.reasonable

Appears in 1 contract

Samples: Credit and Security Agreement (Titan International Inc)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it. Borrowers Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Sport Chalet Inc)

Mitigation. If any Lender gives a notice under Section SECTION 3.5 or requests compensation under Section SECTION 3.7, or if Borrowers are Borrower is required to pay additional amounts with respect to a Lender under Section SECTION 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender. Borrowers shall Borrower 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: Loan and Security Agreement (Hines Horticulture Inc)

Mitigation. If any Lender gives a notice under Section 3.5 3.6 or requests compensation under Section 3.73.8, or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itit or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Summer Infant, Inc.)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.95.8, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to itsuch Lender or unlawful. Borrowers shall agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Cooper Tire & Rubber Co)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are Borrower is required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.95.8, then at the request of Borrower, such Lender shall use reasonable efforts to designate or assign its obligations hereunder to a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or AffiliatesOffice, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or eliminate or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense expense, and would not otherwise be disadvantageous to itit or unlawful. Borrowers Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.. 3.9

Appears in 1 contract

Samples: Loan and Security Agreement (Summit Midstream Partners, LP)

Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are either Borrower is required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office 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 (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Appears in 1 contract

Samples: Loan and Security Agreement (Kemet Corp)

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