Common use of Designation of a Different Lending Office Clause in Contracts

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, 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 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of 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 affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.4, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.6, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.4 or 2.16Section 3.6, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender delivers a notice pursuant to Section 2.16, requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (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 Applicable Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, 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 2.165.01 or this Section 5.03, then, then such Lender shall (at the request of the Borrower, such Lender shall ) 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 affiliatesAffiliates if, 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 2.14 5.01 or 2.16this Section 5.03, as the case may be, in the future and future, (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would (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 assignmentassignment and delegation.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.14, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.1, thenor if any Lender gives a notice pursuant to Section 4.2, at the request of the Borrower, then 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 branches, or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.1 or 2.164.4, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 4.2, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.01, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.04 or 2.163.01, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.05, 2.06(a) or 2.06(b), or if requires the Borrower is required Loan Parties to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.03, then, then such Lender shall (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 affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.03 or 2.16, 2.06 as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not actually reimbursed or required to be reimbursed reimbursed, by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.5 or 3.7 hereof, or if the Borrower is required requires Borrowers to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 2.163.8 hereof, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowing Agent) 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 if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 3.5, 3.7, or 2.163.8 hereof, as the case may be, in the future future, and (iib) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, or if requires the Borrower is required or any Guarantor to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.12, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11 or Section 10.3, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, thenthen such Lender shall, at the request of 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11, Section 2.12 or 2.16Section 10.3, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.11(d), or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender Lender, or any Governmental Authority for the account of any Lender Lender, pursuant to Section 2.164.09, then, then at the request of the Borrower, Borrower such Lender shall shall, as applicable, 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.09 or 2.16, Section 4.11(d) (as the case may be), in the future future, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, 2.14 or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use commercially reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be2.14, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.149.01, or if requires 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 2.169.02, then, then such Lender shall (at the request of the applicable Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such LenderLender (with the prior consent of the applicable Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 9.01 or 2.169.02, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The applicable 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11(B), or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances or Commitments hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11(B) or 2.16Section 2.15, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.7 or 3.9, or if requires the Borrower is required Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 2.163.10, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances to the Borrowers hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.7, 3.9 or 2.163.10, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.148.01, or if requires 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 2.168.02, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such LenderLender (with the prior consent of the Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 8.01 or 2.168.02, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the any 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 2.16, then, then such Lender (at the request of the such 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the a Borrower and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby severally, but not jointly, agrees to pay its portion, determined on a Pro-Rata Basis, of all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14Subsection 1.11, or if the requires Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16Subsection 1.13, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Subsection 1.11 or 2.161.13, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If In addition to the provisions in Section 2.13, if any Lender requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.16Section 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.1411.01, or if requires the Borrower is required Borrowers to pay any Indemnified Taxes Taxes, including Other Taxes, or any additional amounts amount to any Lender or any Governmental Authority Entity for the account of any Lender pursuant to Section 2.1611.02, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such LenderLender (with the prior consent of the Borrowers), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 11.01 or 2.16Section 11.02, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.4, or if requires the Borrower is required 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 2.163.6, then, then such Lender shall (at the request of the Lead Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.4 or 2.16Section 3.6, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.1410.01, or if requires the Borrower is required Borrowers to pay any Indemnified Taxes Taxes, including Other Taxes, or any additional amounts amount to any Lender or any Governmental Authority Entity for the account of any Lender pursuant to Section 2.1610.02, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such LenderLender (with the prior consent of the Borrowers), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 10.01 or 2.16Section 10.02, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.149 of this Addendum 1, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16this Addendum 1, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable by Borrower pursuant to Section 2.14 or 2.16this Addendum 1, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or 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 2.162.15, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.162.15, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.145.1, or if requires 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 2.165.2, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 5.1 or 2.165.2, as the case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense which Borrower is not required prepared to be reimbursed by the Borrower compensate such Lender for 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.162.15, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not actually reimbursed or required to be reimbursed reimbursed, by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.4, or if requires the Borrower is required 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 2.163.6, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowers) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.4 or 2.16Section 3.6, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees Borrowers hereby, jointly and severally, agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable best efforts to designate a different lending office 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.14, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, 3.06 or if the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to Section 2.163.07, then, then such Lender shall (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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.06 or 2.16Section 3.07, as the case may be, in the future future, and (ii) would not subject such Lender to any material unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or 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 2.162.14, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if requires 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 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.16Section 2.13, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. Upon receipt of such estimate, the Borrower may approve the proposed designation or assignment, in which case the Lender shall use reasonable efforts to effect the same. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such approved designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if delivers a notice described in Section 2.15, or requires the Borrower is required to pay any Indemnified Taxes Tax or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts any amount payable pursuant to Section 2.14 or 2.162.17, or illegality, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.6(a) or Section 2.6(b), or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.4(d), then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.4(d), Section 2.6(a) or 2.16Section 2.6(b), as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if delivers a notice described in Section 2.13, or requires the Borrower is required Borrowers to pay any Indemnified Taxes Tax or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall Borrowers) 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts any amount payable pursuant to Section 2.14 2.12 or 2.162.15, or illegality, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, asserts a claim under Section 2.13 or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.15 (or eliminate any claim under Section 2.13), as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous cause more than an insubstantial disadvantage 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.

Designation of a Different Lending Office. If any Lender delivers a notice pursuant to Section 2.13, requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (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 Applicable Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.15, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.4, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.6, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.4 or 2.16Section 3.6, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.1, thenthen such Lender shall, at the request of 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.4 or 2.16Section 3.1, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender or the Issuing Lender, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.8, or if the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.10, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.8 or 2.163.10, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.145.11(d), or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender Lender, or any Governmental Authority for the account of any Lender Lender, pursuant to Section 2.165.09, then, then at the request of the Borrower, Borrower such Lender shall shall, as applicable, 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 5.09 or 2.16, Section 5.11(d) (as the case may be), in the future future, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if delivers a notice described in Section 2.15, or requires the Borrower is required to pay any Indemnified Taxes Tax or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts any amount payable pursuant to Section 2.14 or 2.162.17, or illegality, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or if the a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then, then such Lender shall (at the request of the Borrower, such Lender shall Parent) 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16Section 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.19, or if the requires any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender Recipient or any Governmental Authority for the account of any Lender pursuant to Section 2.162.20, then, then such Lender shall (at the request of the relevant 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 if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.19 or 2.16Section 2.20, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The relevant Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender delivers a notice pursuant to Section 2.16, requests compensation under Section 2.142.15, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (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 Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.18, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable best 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and out-of-pocket expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to Borrower shall be conclusive absent manifest error.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or 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 2.162.15, then, at the request of the Borrower, then such Lender shall (i) file any certificate or document reasonably requested in writing by the Borrower and/or (ii) 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 if, in the reasonable judgment of such Lender, such designation or assignment (ix) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.162.15, as the case may be, in the future and (iiy) would not subject such Lender to any material unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.4, or if the requires any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.1, thenor is prohibited from funding under Section 4.2, then such Lender shall, at the request of the BorrowerBorrowers, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.4 or 2.16Section 4.1, or is prohibited under Section 4.2, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be materially disadvantageous 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or 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 2.16, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10 or Section 3.5, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.165.4, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10, Section 3.5 or 2.16Section 5.4, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or 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 2.162.15, thenthen such Lender shall, at the request of if requested by 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 if, in the reasonable judgment of such Lender, such designation or assignment (ix) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.16Section 2.15, as the case may be, in the future and (iiy) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.01, or if the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.03, then, then such Lender shall (at the request of 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.01 or 2.16Section 4.03, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11 or Section 10.3, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.12, thenthen such Lender shall, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11, Section 2.12 or 2.16Section 10.3, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15 or incurs any MCR Cost pursuant to Annex 1, or 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 2.162.17, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.162.17, as the case may be, or such MCR Costs, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required or any Guarantor to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.13, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.9, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.13, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use commercially 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.9 or 2.16Section 4.13, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender in such Lender’s reasonable judgment. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Government Authority for the account of any Lender pursuant to Section 2.162.12, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.12, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if delivers a notice described in Section 2.15, or requires the Borrower is required to pay any Indemnified Taxes Tax or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts any amount payable pursuant to Section 2.14 or 2.16Section 2.17, or illegality, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.147.1, or if the either Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to Section 2.167.6, then, then such Lender shall (at the request of the Lead 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 7.1 or 2.16Section 7.6, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14subsection (a) of this paragraph entitled “YIELD PROTECTION”, or if requires 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 2.16subsection (b) of this paragraph entitled “YIELD PROTECTION”, then, at the request of the Borrower, such then Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans the Construction Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 such subsection (a) or 2.16(b), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or 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 2.162.15, thenor if LIBOR becomes unavailable under Section 2.12(c), at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12(c), Section 2.13 or 2.16Section 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.9 (Increased Costs; Unavailability), or if requires 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 2.162.13 (Taxes), then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.9 (Increased Costs; Unavailability) or 2.16Section 2.13 (Taxes), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.12, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or 2.162.14, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or or, at the request of the Borrower, if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, 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 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.145.8, or if the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.165.9, then, then such Lender shall (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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 5.8 or 2.16Section 5.9, as the case may be, in the future future, and (ii) would not subject such Lender to any material unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.148.03, or if the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.168.05, then, then such Lender shall (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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 8.03 or 2.168.05, as the case may be, in the future future, and (ii) would not subject such Lender to any material unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not actually reimbursed, or required to be reimbursed reimbursed, by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.03, or if the requires Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.05, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to ​ ​ ​ ​ AMERICAS 120651159 75 ​ ​ ​ designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.03 or 2.163.05, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Applicable 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.14, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.. [[NYCORP:3664832v12::08/15/2017--08:07 PM]]

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, delivers a notice pursuant to Section 2.11 or if the requires Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, then, then Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.15 or eliminate the illegality under Section 2.11, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender delivers a notice pursuant to Section 2.11, requests compensation under Section 2.142.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.13, then, then such Lender shall (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 Applicable Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.162.13, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.01, or if requires the applicable Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.163.02, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 3.01 or 2.16Section 3.02, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and 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.. Table of Contents

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.17, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to to, as applicable, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.17 or 2.162.18, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.141.13 (Increased Costs; Unavailability), or if requires 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 2.161.17 (Taxes), then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 1.13 (Increased Costs; Unavailability) or 2.16Section 1.17 (Taxes), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.149.03, or if requires 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 2.16Sections 2.11(c) through (h), then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 9.03 or 2.162.11(c) through (h), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the 2.13 requires Borrower is required to pay any Indemnified Taxes or additional amounts amount to any such Lender or any Governmental Authority for the account of any Lender pursuant to this Section 2.162.15, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use commercially reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.16this Section 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14Subsection 1.11, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16Subsection 1.13, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Subsections 1.11 or 2.161.13, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.09, then, then such Lender (at the request of the Borrower, such Lender ) shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans and Term Loan Commitments hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.09 or 2.16Section 2.10, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.10, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts Additional Amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.11 2.11, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.10 or 2.16Section 2.11 2.11, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if requires the Borrower is required BorrowerBorrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then, then such Lender shall (at the request of the Borrower, such Lender shall BorrowerBorrowers) 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower BorrowerBorrowers hereby agrees agreesagree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under clause (b) or (c) of Section 2.142.11, or if requires 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 2.162.12, then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to clause (b) or (c) of Section 2.14 2.11 or 2.16Section 2.12, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11, or if requires the Borrower is required to pay any Indemnified Taxes in accordance with Section 2.14(c) or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 or 2.162.14, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.162.14, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.143.12 (Change in Circumstances), or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender it or any Governmental Authority for the account of any such Lender pursuant to Section 2.166.8 (Taxes), then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Revolving Loans hereunder under this Agreement or to assign its rights and obligations hereunder under this Agreement to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment assignment: (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 3.12 (Change in Circumstances) or 2.166.8 (Taxes), as the case may be, in the future and future; and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.148.1, or if delivers a notice described in Section 8.3, or requires the Borrower is required to pay any Indemnified Taxes Tax or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.167.6, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts any amount payable pursuant to Section 2.14 8.1 or 2.167.6, or illegality, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.11 (Increased Costs; Unavailability), or if the requires a 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 2.162.15 (Taxes), then, at the request of the Borrower, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.11 (Increased Costs; Unavailability) or 2.16Section 2.15 (Taxes), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.13, or if requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then, then such Lender shall (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 if, in the judgment of such Lender, such designation or assignment assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.162.14, as the case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.149.01, or if requires 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 2.169.02, then, then such Lender shall (at the request of the Borrower, such Lender shall ) use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if if, in the judgment of such LenderLender (with the prior consent of the applicable Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 9.01 or 2.169.02, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The applicable 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.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.08, or if requires the Borrower is required Company 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 2.162.09, then, at the request of the Borrower, then such Lender shall shall, to the extent not inconsistent with such Lender’s internal policies and applicable legal and regulatory restrictions, 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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.08 or 2.162.09, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed or unindemnified cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.144.10, or if the requires eitherthe Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.164.11, thenthen such Lender shall, at the request of the BorrowerBorrowersBorrower, 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 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 4.10 or 2.16Section 4.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower BorrowersBorrower hereby agrees agreeagrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 2.142.15, or 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 2.162.17, then, then such Lender shall (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 if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or 2.16Section 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower 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.