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

Designation of a Different Applicable Lending Office. If any Lender requests compensation under Section 2.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 or 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 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 Applicable Lending Office. If any Lender requests compensation under Section 2.122.11, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.152.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 2.11 or 2.15, 2.14 as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.122.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.152.13, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 2.10 or 2.15, 2.13 as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.12, 2.11 or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body governmental authority for the account of any Lender pursuant to Section 2.152.14, then such Lender shall (at the request of the BorrowerGuarantor) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 2.11 or 2.15, 2.14 as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.124.4, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.154.1, then such Lender shall (shall, at the request of the Borrower) Borrowers, use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 4.1 or 2.15Section 4.4, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 or 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 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 Applicable Lending Office. If any Lender requests compensation under Section 2.123.02, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.153.01, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 3.02 or 2.15Section 3.01, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees 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 Applicable Lending Office. If any Lender requests compensation under Section 2.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office lending office for funding or booking its Advances 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 2.12 or 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 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 Applicable Lending Office. If any Lender requests compensation under Section 2.12, or requires the Borrower Co‐Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.15, 2.13 then such Lender shall (shall, at the request of the Administrative Borrower) , use reasonable efforts to designate a different Applicable Lending Office applicable lending office for funding or booking its Advances 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 2.12 or 2.15Section 2.13, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Co‐Borrowers hereby agrees agree to pay all reasonable and documented out‐of‐pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.. (b)

Designation of a Different Applicable Lending Office. If any Lender requests compensation under Section 2.124.4, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.154.1, then such Lender shall (shall, at the request of the Borrower) Borrowers, use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 4.1 or 2.15Section 4.4, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender delivers a notice pursuant to Section 2.11, requests compensation under Section 2.122.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.152.13, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 2.10 or 2.152.13, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.123.6 or 3.9, or requires the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.153.11, or if any Lender gives a notice pursuant to Section 3.8, then such Lender shall (at the request of the Borrower) shall, as applicable, use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 3.6, 3.9 or 2.153.11, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.8, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.122.11, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body for the account of any Lender pursuant to Section 2.152.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 2.11 or 2.152.14, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.122.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.152.13, or gives notice pursuant to Section 2.11, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 2.10 or 2.15, 2.13 as the case may be, in the futurefuture or would eliminate the need for notice pursuant to Section 2.11, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender delivers a notice pursuant to Section 2.12, requests compensation under Section 2.122.11, or requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.152.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 2.11 or 2.152.14, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.122.11, or requires the Borrower to pay any Indemnified Taxes in accordance with Section 2.14(c) or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.152.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office lending office for funding or booking its Advances 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 2.12 2.11 or 2.152.14, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.123.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.153.01, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 3.04 or 2.15Section 3.01, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees 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 Applicable Lending Office. If any Lender requests compensation under Section 2.122.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body for the account of any Lender pursuant to Section 2.152.13, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 2.10 or 2.152.13, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense 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 Applicable Lending Office. If any Lender requests compensation under Section 2.12, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the applicable Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances 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 2.12 or 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 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 Applicable Lending Office. If any Lender requests compensation under Section 2.12Section 2.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body Authority for the account of any Lender pursuant to Section 2.15Section 2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office lending office for funding or booking its Advances 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 733301099 15483412 48 amounts payable pursuant to Section 2.12 or 2.15Section 2.12 or 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 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.