Common use of Change of Applicable Lending Office Clause in Contracts

Change of Applicable Lending Office. Without affecting its rights under Section 2.09(a), 2.09(b), 2.10 or 2.12, each of the Lenders, the Issuing Bank and the Administrative Agent agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its sole opinion) to designate a different Applicable Lending Office if such redesignation would thereafter eliminate or reduce any amounts that the Borrower is required to pay to any of the Lenders, the Issuing Bank or the Administrative Agent pursuant to such Sections; provided, that, in determining, in its sole opinion, whether designating a different Applicable Lending Office would be disadvantageous to it, the applicable Lender, the Issuing Bank or the Administrative Agent, as the case may be, shall disregard any direct financial loss of making such a designation if the Borrower agrees in form and substance satisfactory to such Lender, the Issuing Bank or the Administrative Agent, as the case may be, to indemnify and hold such Lender, the Issuing Bank or the Administrative Agent, as the case may be, harmless from such financial loss and provided, further, that any out-of-pocket costs and expenses associated with such efforts shall be paid or reimbursed by the Borrower.

Change of Applicable Lending Office. Without affecting its rights under Section 2.09(a), 2.09(b), 2.10 or 2.12, each of the Lenders, the Issuing Bank and the Administrative Agent agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its sole opinion) to designate a different Applicable Lending Office if such redesignation would thereafter eliminate or reduce any amounts that the Borrower is required to pay to any of the Lenders, the Issuing Bank or the Administrative Agent pursuant to such Sections; providedPROVIDED, thatTHAT, in determining, in its sole opinion, whether designating a different Applicable Lending Office would be disadvantageous to it, the applicable Lender, the Issuing Bank or the Administrative Agent, as the case may be, shall disregard any direct financial loss of making such a designation if the Borrower agrees in form and substance satisfactory to such Lender, the Issuing Bank or the Administrative Agent, as the case may be, to indemnify and hold such Lender, the Issuing Bank or the Administrative Agent, as the case may be, harmless from such financial loss and providedPROVIDED, furtherFURTHER, that any out-of-pocket costs and expenses associated with such efforts shall be paid or reimbursed by the Borrower.

Change of Applicable Lending Office. Without affecting its rights (a) If any Lender requests compensation under Section 2.09(a2.07(a) or (b), 2.09(b)or requires the Borrower to pay any Indemnified Taxes or additional amounts to such Lender or any Governmental Authority for the account of such Lender pursuant to Section 4.04, 2.10 or 2.12it will, each of if requested by the LendersBorrower, the Issuing Bank and the Administrative Agent agrees to use reasonable efforts (consistent with its internal subject to overall policy and legal and regulatory restrictions and so long as considerations of such efforts would not be disadvantageous to it, in its sole opinionLender) to designate a different another Applicable Lending Office if for funding or booking its Loans hereunder or assign its rights and obligations contemplated in this Agreement to another of its offices branches or Affiliates, if, in the good faith judgment of such redesignation Lender, such designation or assignment (a) would thereafter eliminate or reduce any amounts that the Borrower is required to pay to any of the Lenders, the Issuing Bank or the Administrative Agent payable pursuant to such Sections; providedSection 2.07(a) or (b), that, in determining, in its sole opinion, whether designating a different Applicable Lending Office would be disadvantageous to it, the applicable Lender, the Issuing Bank or the Administrative AgentSection 4.04, as the case may be, shall disregard in the future, and (b) would not subject such Lender to any direct financial loss of making such a designation if the Borrower agrees in form unreimbursed cost or expense and substance satisfactory would not otherwise be disadvantageous to such Lender, . Nothing in this Section 2.08 shall affect or postpone any of the Issuing Bank obligations of the Borrower or the Administrative Agent, as the case may be, right of any Lender provided in Sections 2.07 and 4.04. The Borrower agrees to indemnify pay all reasonable and hold such Lender, the Issuing Bank or the Administrative Agent, as the case may be, harmless from such financial loss and provided, further, that any out-of-pocket documented costs and expenses associated incurred by any Lender in connection with any such efforts shall be paid or reimbursed by the Borrowerdesignation.