Common use of Change of Lending Office; Limitation on Indemnities Clause in Contracts

Change of Lending Office; Limitation on Indemnities. (i) The Lenders agree that, upon the occurrence of any event giving rise to the operation of Section 3.04(b)(i)(B) or Section 3.04(b)(i)(C) (Increased Costs, Illegality, etc.) or Section 3.06 (Net Payments; Taxes) with respect to any Lender, it shall, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 3.04(d) shall affect or postpone any of the obligations of the Borrower or the right of such Lender provided in Section 3.04(b) (Increased Costs, Illegality, etc.) or Section 3.06 (Net Payments; Taxes). (ii) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04(b) shall not constitute a waiver of its right to demand such compensation, but the Borrower shall not be required to compensate such Lender for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Change of Lending Office; Limitation on Indemnities. (ia) The Lenders agree Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.04(b)(i)(B3.4.4(a)(ii) or Section 3.04(b)(i)(C) (Increased Costsiii), Illegality, etc.3.4.4(c) or Section 3.06 (Net Payments; Taxes) 3.6 with respect to any such Lender, it shall, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided provided, that such designation is made on such terms that such Lender and its lending office suffer no material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section; and provided, further, that such designation shall be made only if it would otherwise be permitted as a participation under Section 9.4. Nothing in this Section 3.04(d) 3.4.6 shall affect or postpone any of the obligations of the Borrower or the right of such any Lender provided in Section 3.04(b) (Increased Costs, Illegality, etc.) 3.4.4 or Section 3.06 (Net Payments; Taxes)3.6. (iib) Failure Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 3.4.4 or delay on the part of 3.6 is given by any Lender to demand compensation pursuant to this Section 3.04(bmore than one hundred eighty (180) shall not constitute a waiver of its right to demand such compensation, but the Borrower shall not be required to compensate days after such Lender for any increased costs incurred obtained, or reductions suffered more than nine months prior to reasonably should have obtained, knowledge of the date that such Lender notifies the Borrower occurrence of the event giving rise to the additional costs of the type described in such increased costs Sections, such Lender shall not be entitled to compensation under Section 3.4.4 or reductions and 3.6 for any amounts incurred or accruing prior to the one hundred eightieth (180th) day prior to the giving of such Lender’s intention notice to claim compensation therefor (except the Borrower; provided that, if the event change in law giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof).

Change of Lending Office; Limitation on Indemnities. (ia) The Lenders agree Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.04(b)(i)(Bsubsection 3.4.4(a)(ii) or Section 3.04(b)(i)(C) (Increased Costsiii), Illegality, etc.3.4.4(c) or Section 3.06 (Net Payments; Taxes) 3.6 with respect to any such Lender, it shall, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided provided, that such designation is made on such terms that such Lender and its lending office suffer no material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section; and provided, further, that such designation shall be made only if it would otherwise be permitted as a participation under Section 9.4. Nothing in this Section 3.04(d) 3.4.6 shall affect or postpone any of the obligations of the Borrower or the right of such any Lender provided in Section 3.04(b) (Increased Costs, Illegality, etc.) 3.4.4 or Section 3.06 (Net Payments; Taxes)3.6. (iib) Failure Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 3.4.4 or delay on the part of 3.6 is given by any Lender to demand compensation pursuant to this Section 3.04(bmore than one hundred eighty (180) shall not constitute a waiver of its right to demand such compensation, but the Borrower shall not be required to compensate days after such Lender for any increased costs incurred obtained, or reductions suffered more than nine months prior to reasonably should have obtained, knowledge of the date that such Lender notifies the Borrower occurrence of the event giving rise to the additional costs of the type described in such increased costs Sections, such Lender shall not be entitled to compensation under Section 3.4.4 or reductions and 3.6 for any amounts incurred or accruing prior to the one hundred eightieth (180th) day prior to the giving of such Lender’s intention notice to claim compensation therefor (except the Borrower; provided that, if the event change in law giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof).

Change of Lending Office; Limitation on Indemnities. (i) The Lenders agree Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.04(b)(i)(B) or Section 3.04(b)(i)(C) (Increased Costs, Illegality, etc.) or Section 3.06 (Net Payments; Taxes) with respect to any the Lender, it shall, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such the Lender) to designate another lending office for any Loans affected by such event; provided that such designation is made on such terms that such the Lender and its lending office suffer no material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 3.04(d) shall affect or postpone any of the obligations of the Borrower or the right of such the Lender provided in Section 3.04(b) (Increased Costs, Illegality, etc.) or Section 3.06 (Net Payments; Taxes). (ii) Failure or delay on the part of any the Lender to demand compensation pursuant to this Section 3.04(b(d) shall not constitute a waiver of its right to demand such compensation, but the Borrower shall not be required to compensate such the Lender for any increased costs incurred or reductions suffered more than nine months prior to the date that such the Lender notifies the Borrower of the event giving rise to such increased costs or reductions and of such the Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).