Common use of Change of Lending Office Clause in Contracts

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon that on the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii) or (iii), 2.10(a)(iiiSection 2.10(c), 2.10(b), 3.5 Section 3.06 or 5.4 Section 5.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.43.06 and 5.04.

Change of Lending Office. Each Lender agrees that, that upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iiiSection 1.10(c), 2.10(b), 3.5 Section 2.06 or 5.4 Section 4.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.101.10, 3.5 or 5.42.06 and 4.04.

Change of Lending Office. Each Lender Bank agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iii1.10(c), 2.10(b), 3.5 2.05 or 5.4 4.04 with respect to such LenderBank, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such LenderBank) to designate another lending office for any Loans or Letters of Credit affected by such event; provided provided, that such designation is made on such terms that that, in the sole judgment of such Lender Bank, such Bank and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence consequences of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender Bank provided in Sections 2.10Section 1.10, 3.5 2.05 or 5.44.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, Borrowers 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon that on the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii) or (iii), 2.10(a)(iii), 2.10(b), 3.5 Section 2.10(c) or 5.4 Section 5.04 or Section 13.01(a)(ii) with respect to such Lender, it will, if requested by the Lead Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Term Loans affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10, 3.5 or 5.45.04 and 13.01(a)(ii).

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 ) or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 Section 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 ) or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 2.10(c) or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, upon that on the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 2.11(a)(B) or (C), 2.10(a)(iiiSection 2.11(d), 2.10(b), 3.5 Section 3.6 or 5.4 Section 5.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no legal, regulatory or unreimbursed cost or other material economic, legal or regulatory economic disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 2.13 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.102.11, 3.5 or 5.43.6 and 5.5.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 ) or 5.4 with respect to such Lender, it will, if requested by the Borrower, Parent 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(a)(iv), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.07(a)(ii) or (iii), 2.10(a)(iii), 2.10(b), 3.5 1.07(c) or 5.4 2.06 with respect to such Lender, it will, 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 that, in the sole judgment of such Lender, such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence consequences of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.09 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 Section 1.07 or 5.42.06.

Change of Lending Office. Each Lender agrees that, upon that on the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 3.01(a)(ii) or (iii), 2.10(a)(iiiSection 3.01(c), 2.10(b), 3.5 Section 5.01 or 5.4 Section 13.01(a)(ii) with respect to such Lender, it will, if requested by the Lead 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 unreimbursed cost or other 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 2.12 3.03 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.103.01, 3.5 5.01 or 5.413.01(a)(ii).

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the US Borrower or the UK Borrower, as the case may be, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the US Borrower or the UK Borrower, as the case may be, or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 ) or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon that on the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iiiSection 1.10(c), 2.10(b), 3.5 Section 2.06 or 5.4 Section 4.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided , PROVIDED that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.101.10, 3.5 or 5.42.06 and 4.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.11(a)(ii), 2.10(a)(iii(iii) or (iv) 1.11(c), 2.10(b1.11(d), 3.5 2.06 or 5.4 4.04 with respect to such Lender, it will, if requested by the applicable Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Commitments affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding or materially mitigating the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.13 shall affect or postpone any of the obligations of the each Borrower or the right of any Lender provided in Sections 2.10, 3.5 Section 1.11 or 5.44.04.

Change of Lending Office. Each Lender agrees that, that upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii) or (iii), 2.10(a)(iiiSection 2.10(c) or (d), 2.10(b), 3.5 Section 3.05 or 5.4 Section 5.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right rights of any Lender provided in Sections 2.10, 3.5 or 5.43.05 and 5.04.

Change of Lending Office. Each Lender agrees that, upon that on the ------------------------ occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iiiSection 1.10(c), 2.10(b), 3.5 Section 2.06 or 5.4 Section 4.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; , provided that -------- such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.101.10, 3.5 or 5.42.06 and 4.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 ) or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, that upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii) or (iii), 2.10(a)(iiiSection 2.10(c) or (d), 2.10(b), 3.5 Section 3.06 or 5.4 Section 5.04 with respect to such Lender, it will, if requested by the Borrower, will use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.42.11, 3.06 and 5.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b2.10(c), 3.5 or 5.4 with respect to such Lender, it will, 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 eventevent in order to mitigate the effects of such event on Borrower and its Subsidiaries; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.. 119

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the applicable Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office U.S. Lending Office or Spanish 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the applicable Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 Section 1.10(a)(ii) or 5.4 (iii) or Section 4.04 with respect to such Lender, it will, if requested by the Parent Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that that, in the opinion of such Lender, such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 1.12 shall affect or postpone any of the obligations of the Parent Borrower or the right of any Lender provided in Sections 2.10, 3.5 Section 1.10 or 5.4Section 4.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 ) or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.. 2.13

Change of Lending Office. Each Lender agrees that, that upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iiiSection 1.10(c), 2.10(b), 3.5 Section 2.06 or 5.4 Section 4.04 with respect to such Lender, it will, if requested by the BorrowerBorrower by notice to such Lender, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right rights of any Lender provided in Sections 2.101.10, 3.5 or 5.42.06 and 4.04.

Change of Lending Office. Each Lender agrees that, that upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii) or (iii), 2.10(a)(iii), 2.10(b), 3.5 Section 2.10(c) or 5.4 Section 5.04 with respect to such Lender, it will, 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 that, in the reasonable judgment of such Lender, such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.42.10 and 5.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.07(a)(ii) or (iii), 2.10(a)(iii), 2.10(b), 3.5 1.07(c) or 5.4 2.06 with respect to such Lender, it will, 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 that, in the sole judgment of such Lender, such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence consequences of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.09 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 Section 1.07 or 5.42.06.

Change of Lending Office. Each Lender agrees that, upon the ------------------------- occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.. 2.13

Change of Lending Office. Each Lender agrees that, upon that on the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii) or (iii), 2.10(a)(iii), 2.10(b), 3.5 Section 2.10(c) or 5.4 Section 5.04 or Section 13.01(a)(ii) with respect to such Lender, it will, if requested by the Lead Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Term Loans affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10, 3.5 or 5.45.04 and 13.01(a)(ii).

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 2.10(a)(i)(2), 2.10(a)(iii2.10(a)(i)(3), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iii1.10(c), 2.10(b), 3.5 2.05 or 5.4 4.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letter of Credit participations affected by such event; , provided that such designation is made on such terms that such Lender and its lending office office, in its determination, suffer no unreimbursed cost or other 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 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10Section 1.10, 3.5 2.05 or 5.44.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iii1.10(c), 2.10(b), 3.5 2.5 or 5.4 4.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that that, in the sole judgment of such Lender, such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence consequences of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10Section 1.10, 3.5 2.5 or 5.44.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iii1.10(c), 2.10(b), 3.5 2.05 or 5.4 4.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that that, in the sole judgment of such Lender, such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence consequences of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10Section 1.10, 3.5 2.05 or 5.44.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.l0(a)(ii) or (iii), 2.10(a)(iii1.10(c), 2.10(b), 3.5 1A.06 or 5.4 3.04 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10Section 1.10, 3.5 1A.06 or 5.43.04.

Change of Lending Office. Each Lender agrees that, that upon the ------------------------ occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iiiSection 1.10(c), 2.10(b), 3.5 Section 2.06 or 5.4 Section 4.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; , provided that -------- such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory regula- tory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right rights of any Lender provided in Sections 2.101.10, 3.5 or 5.42.06 and 4.04.

Change of Lending Office. Each Lender agrees that, upon that on the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii) or (iii), 2.10(a)(iiiSection 2.10(c), 2.10(b)Section 3.06 , 3.5 Section 5.04 or 5.4 Section 5.05 with respect to such Lender, it will, if requested by the BorrowerUS Company or UK Company, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the any Borrower or the right of any Lender provided in Sections 2.10, 3.5 3.06, 5.04 or 5.45.05.

Change of Lending Office. Each Lender agrees thatthat prior to giving notice to any claim for increased costs, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii)indemnification or other special payments under Section 4.4.2 [Illegality, 2.10(a)(iii)Etc.], 2.10(b), 3.5 5.6.1 [Increased Costs Generally] or 5.4 Section 5.8 [Taxes] with respect to such Lender, it will, if requested by the Borrower, use will have initiated reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 5.4.3 shall affect or postpone any of the obligations Obligations of the Borrower or the right rights of the Agent or any Lender provided in Sections 2.10, 3.5 or 5.4this Agreement.

Change of Lending Office. Each Lender agrees that, that upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiincreased costs or other special payments under SECTIONS 3.5(a)(ii) and (iii), 2.10(a)(iii), 2.10(b), 3.5 SECTION 3.5(c) or 5.4 SECTION 4.5(c) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office Lending Office for any Loans affected by such event; provided , PROVIDED that such designation is made on such terms that that, such Lender and its lending office Lending Office suffer no unreimbursed cost or other 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 2.12 SECTION 3.7 shall affect or postpone any of the obligations Obligations of the Borrower or the right rights of any Lender provided in Sections 2.10, 3.5 or 5.4this Agreement.

Change of Lending Office. Each Lender agrees that, that upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii) or (iii), 2.10(a)(iiiSection 2.10(c) or (d), 2.10(b), 3.5 Section 3.06 or 5.4 Section 5.04 with respect to such Lender, it will, if requested by the Borrower, will use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.42.11, 3.06 and 5.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon that on the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 2.11(a)(B) or (C), 2.10(a)(iiiSection 2.11(c), 2.10(b), 3.5 Section 3.6 or 5.4 Section 5.5 with respect to such Lender, it will, if requested by the U.S. Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no legal, regulatory or unreimbursed cost or other material economic, legal or regulatory economic disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 2.13 shall affect or postpone any of the obligations of the any Borrower or the right of any Lender provided in Sections 2.102.11, 3.5 or 5.43.6 and 5.5.

Change of Lending Office. Each Lender agrees that, upon that on the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.09(a)(ii) or (iii), 2.10(a)(iiiSection 1.09(b), 2.10(b), 3.5 Section 1.09(c) or 5.4 Section 4.04 with respect to such Lender, it will, if requested by the BorrowerBorrowers, use reasonable good faith efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other material unindemnified 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 2.12 1.11 shall affect or postpone any of the obligations of the Borrower Borrowers or the right rights of any Lender provided in Sections 2.10, 3.5 or 5.4Section 1.09 and Section 4.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iii1.10(c), 2.10(b), 3.5 2.06 or 5.4 4.04 with respect to such Lender, it will, if requested by the applicable Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Commitments affected by such event; provided , PROVIDED that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding or materially mitigating the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.12 shall affect or postpone any of the obligations of the any Borrower or the right of any Lender provided in Sections 2.10Section 1.10, 3.5 2.06 or 5.44.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, Borrowers 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.. 2.13

Change of Lending Office. Each (a) The Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii3.01(a)(ii) or (iii), 2.10(a)(iii3.01(c), 2.10(b), 3.5 3.03 or 5.4 with respect 3.04 requiring the payment of additional amounts to such the Lender, it the Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such the Lender) to designate another lending office Payment Office for any Loans or Commitments affected by such event; provided provided, however, that such designation is made on such terms that such the Lender and its lending office suffer suffers no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b)2.10(b),2.10, 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.

Change of Lending Office. (a) Each Lender agrees that, that upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 subsection 5.4 or 5.4 with respect to such Lender5.5, it will, if requested by the Borrower, will use reasonable efforts (subject to overall policy considerations of such Lenderconsistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or designate another a different lending office for any Loans Extensions of Credit affected by such event with the object of avoiding or minimizing the consequences of such event; provided provided, that such filing or designation is made on terms that, in the sole judgment of such terms that Lender, cause such Lender and its lending office office(s) to suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage; and, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing provided, further, that nothing in this Section 2.12 subsection 5.7 shall affect or postpone any of the obligations of the Borrower Company or the right rights of any Lender provided in Sections 2.10, 3.5 pursuant to subsection 5.4 or 5.45.5.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iii1.10(c), 2.10(b), 3.5 2.05 or 5.4 4.04 with respect to such Lender, it will, if requested by the BorrowerBorrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that that, in the sole judgment of such Lender, such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence consequences of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10Section 1.10, 3.5 2.05 or 5.44.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.5(a)(ii) or (iii), 2.10(a)(iii), 2.10(b), 3.5 1.5(c) or 5.4 3.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans Loan affected by such event; provided provided, however, that such designation is made on such terms that that, in the sole judgment of such Lender, such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of mitigating or avoiding the consequence consequences of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.7 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 Section 1.5 or 5.4Section 3.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, Parent 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.. 105

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(a)(iv), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.. 2.13

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 2.10(c) or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to 102 the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b2.10(a)(iiiii), 3.5 2.10(b) or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 2.10(a)(iii)(2), 2.10(a)(iii2.10(a)(iiii)(3), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, Parent 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 105 #96533218v9 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the ------------------------ occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or ---------------------- (iii), 2.10(a)(iii1.10(c), 2.10(b), 3.5 2.06 or 5.4 4.04 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 1.12 shall ------------ affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10Section 1.10, 3.5 2.06 or 5.4.4.04. --------------------------

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(a)(iv), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, Parent 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, Borrower use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans [CREDIT AGREEMENT] affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections Section 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 Section 2.10 or 5.4.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, 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 unreimbursed cost or other 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 2.12 shall affect or postpone any of the obligations of the Borrower Borrowers or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.

Change of Lending Office. Each Lender agrees that, that upon the ------------------------ occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.10(a)(ii) or (iii), 2.10(a)(iiiSection 1.10(c), 2.10(b), 3.5 Section 2.06 or 5.4 Section 4.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; , provided that -------- such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other 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 2.12 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.101.10, 3.5 or 5.42.06 and 4.04.

Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(iiSection 1.11(a)(ii), 2.10(a)(iii(iii) or (iv) 1.11(c), 2.10(b1.11(d), 3.5 2.04 or 5.4 4.04 with respect to such Lender, it will, if requested by the applicable Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Commitments affected by such event; , provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding or materially mitigating the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 1.13 shall affect or postpone any of the obligations of the each Borrower or the right of any Lender provided in Sections 2.10, 3.5 Section 1.11 or 5.44.04.