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

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.102.15, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.15 or Section 5.112.16, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, (at the request of the Borrower, ) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.15, or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.18, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.15 or Section 5.112.18, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, 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 Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.102.11, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.13, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.11 or Section 5.112.13, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.11, or requires the Borrower Company to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.14, then such Lender shall, shall (at the request of the Borrower, Company) use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.11 or Section 5.112.14, as the case may be, in the future 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 Company 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 Lending Office. If any Lender requests compensation under Section 5.102.11, or requires the a Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.14, then such Lender shall, shall (at the request of the Borrower, Company) use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.11 or Section 5.112.14, as the case may be, in the future 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 Company 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 Lending Office. If any Lender requests compensation under Section 5.102.14, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.14 or Section 5.112.16, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 documented and reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.105.8, or requires the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to Section 5.115.9, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 5.8 or Section 5.115.9, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.10‎2.15, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11‎2.16, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 ‎2.15 or Section 5.11‎2.16, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, 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 Lending Office. If any Lender requests compensation under Section 5.102.10, or requires the Borrower Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.11, then such Lender shall, shall (at the request of the Borrower, Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.10 or Section 5.112.11, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, (at the request of the Borrower, Borrower Agent) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, as the case may be, in the future 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 to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.13, or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.15, then such Lender shall, at the request of the Borrower, shall use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, if in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.13 or Section 5.112.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.108.4, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.1110.1, then such Lender shall, shall (at the request of the Borrower, Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 8.4 or Section 5.1110.1, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.106.2, or requires the Borrower to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.116.3 or suspend its funding obligations hereunder pursuant to Section 6.1, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 5.10 6.2 or Section 5.116.3 or eliminate the illegal event giving rise to the suspension of such Lender’s obligations, as the case may be, in the future and (iib) 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 Lending Office. If any Lender requests compensation under Section 5.102.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.14, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.12 or Section 5.112.14, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.108.4, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.1110.1, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 8.4 or Section 5.1110.1, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 5.112.15, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.12 or Section 5.112.15, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.9, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.11, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.9 or Section 5.112.11, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.103.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.113.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 3.10 or Section 5.113.11, 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 Lending Office. If any Lender requests compensation under Section 5.102.14, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.14 or Section 5.112.16, 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 Lending Office. If any Lender requests compensation under Section 5.108.4, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.118.5, then such Lender shall, shall (at the request of the Borrower, Borrower Representative) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 8.4 or Section 5.118.5, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.17, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.18, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.17 or Section 5.112.18, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.108.3, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.118.5, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 8.3 or Section 5.118.5, 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 Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, 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 Lending Office. If any Lender requests compensation under Section 5.102.18, or requires the Borrower Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.19, then such Lender shall, shall (at the request of the Borrower, Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.18 or Section 5.112.19, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.104.9, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.10, then such Lender shall, (at the request of the Borrower, Borrowers) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.9 or Section 5.114.10, as the case may be, in the future 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 to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 5.112.13, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office Applicable Lending Office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.10 or Section 5.112.13, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.15, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.15 or Section 5.112.16, 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 Lending Office. If any Lender requests compensation under Section 5.105.01, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.06, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 5.01 or Section 5.114.06, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.10, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the BorrowerBorrowers, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.102.11, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.13, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.11 or Section 5.112.13, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, (at the request of the Borrower, Borrower Agent) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, as the case may be, in the future 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 to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.14, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.14 or Section 5.112.16, 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 Lending Office. If any Lender requests compensation under Section 5.104.4, or requires the Borrower Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.1, then such Lender shall, at the request of the BorrowerBorrowers, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.4 or Section 5.114.1, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.13, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.10 or Section 5.112.13, as the case may be, in the future 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 Lending Office. If any the Lender requests compensation under Section 5.102.15, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 5.112.16, then such the Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.15 or Section 5.112.16, as the case may be, in the future future, and (ii) would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any the Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.13 or incurs any MCR Cost pursuant to Exhibit A, or requires the if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.15, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.13 or Section 5.112.15, as the case may be, or such MCR Costs 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 Lending Office. If any Lender requests compensation under Section 5.102.14, or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.14 or Section 5.112.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.11, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.11 or Section 5.112.12, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.107.2, or requires the Borrower to pay any Indemnified Taxes additional amount to it or additional amounts to any Lender or any Governmental Authority for the its account of any Lender pursuant to Section 5.117.3, then such Lender shallshall (in the case of a Finnvera Facility Lender, at subject to the request consent of the BorrowerFinnvera, as applicable) use reasonable efforts to designate a different lending office for funding or booking its Loans Loan Obligations 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 (ia) would eliminate or reduce amounts payable pursuant to Section 5.10 7.2 or Section 5.117.3, as the case may be, in the future and (iib) 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 Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, 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 Company hereby agrees to pay (or to cause the applicable Subsidiary Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.105.01, or requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.115.03, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 5.01 or Section 5.115.03, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.06, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, 4.04 then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.06 or Section 5.114.04, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.1013.1, or requires the Borrower to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.1113.2, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such LenderLender (with the prior consent of the Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 13.1 or Section 5.1113.2, 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 out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.103.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.113.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 3.10 or Section 5.113.11, 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 Lending Office. If any Lender requests compensation under Section 5.102.2.5, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.2.3(a), then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 such Sections 2.2.3 or Section 5.112.2.5, as the case may be, in the future 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 out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.. 2.2.4

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.104.3 or Section 4.5, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.7, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 5.10 4.3, Section 4.5 or Section 5.114.7, as the case may be, in the future and (iib) 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 Lending Office. If any Lender requests compensation under Section 5.105.8, or requires the a Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.115.9, then such Lender shall, shall (at the request of the Borrower, Borrowing Agent) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 5.8 or Section 5.115.9, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.13, or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.15, then such Lender shall, at the request of if requested by the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (ix) would eliminate or reduce amounts payable pursuant to Section 5.10 2.13 or Section 5.112.15, as the case may be, in the future and (iiy) 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 Lending Office. If any Lender requests compensation under Section 5.105.01, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.115.3, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 5.01 or Section 5.115.03, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.106.7, or requires the Borrower to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.116.6, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such LenderLender (with the prior consent of the Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 6.7 or Section 5.116.6, 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 out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.11, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.13, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.11 or Section 5.112.13, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.14, or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans Loan hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches 42 or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.14 or Section 5.112.16, 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 assignmentassignment and delegation.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.102.8, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.9, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.8 or Section 5.112.9, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.109.4, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.1111.1, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 9.4 or Section 5.1111.1, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.13, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.12 or Section 5.112.13, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.1010.01, or requires the Borrower Borrowers to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.1110.02, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such LenderLender (with the prior consent of the Borrowers), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 10.01 or Section 5.1110.02, 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 out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.108.4, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.118.5, then such Lender shall, shall (at the request of the Borrower, Borrower Representative) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 8.4 or Section 5.118.5, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.12, or requires if the Borrower Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.14, then such Lender shall, shall (at the request of the Borrower, Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.12 or Section 5.112.14, 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 and documented costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, 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.. (b)

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.105.01, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.115.03, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 5.01 or Section 5.115.03, as the case may be, in the future and future, (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.15, or requires the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.18, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.15 or Section 5.112.18, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.10, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.13, then such Lender shall, shall (at the request of the Borrower, Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.10 or Section 5.112.13, as the case may be, in the future 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 and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the either Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, at the request of the BorrowerBorrowers, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, 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 Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.102.08, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 5.112.10, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans Term Loan 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 5.10 2.08 or Section 5.112.10, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.104.10, or requires the any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.11, then such Lender shall, (at the request of the Borrower, Borrower Agent) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.10 or Section 5.114.11, as the case may be, in the future 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 to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.14, or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.14 or Section 5.112.16, 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 assignmentassignment and delegation.

Designation of a Different Lending Office. 14.1 If any Lender requests compensation under Section 5.10Clause 12 (Increased Costs), or requires if the Borrower Account Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11Clause 10 (Taxes), then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans Letters of Credit hereunder or to assign transfer its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 5.10 Clause 12 (Increased Costs) or Section 5.1110 (Taxes), as the case may be, in the future and (iib) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Account Party hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.18, or requires the Borrower Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.19, then such Lender shall, shall (at the request of the Borrower, Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 5.10 2.18 or Section 5.112.19, as the case may be, in the future future, and (iib) 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 Lending Office. If any Lender requests compensation under Section 5.102.14, or requires the Borrower Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, shall (at the request of the Borrower, Borrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.14 or Section 5.112.16, 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 Lending Office. If any Lender requests compensation under Section 5.104.01, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.03, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 4.01 or Section 5.114.03, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.11, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 5.112.14, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.11 or Section 5.112.14, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.105.1, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.113.10, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 5.1 or Section 5.113.10, 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 Lending Office. If any Lender requests compensation under Section 5.102.12, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.14, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.12 or Section 5.112.14, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.1013.1, or requires the Borrower to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.1113.2, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such LenderLender (with the prior consent of the Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 13.1 or Section 5.1113.2, 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 out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 documented and reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.104.3 or Section 4.5, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.7, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or reduce amounts payable pursuant to Section 5.10 4.3, Section 4.5 or Section 5.114.7, as the case may be, in the future future; and (iib) 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 Lending Office. If any Lender requests compensation under Section 5.102.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 5.112.13, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans Term Loan 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 5.10 2.10 or Section 5.112.13, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.7, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.6, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 Sections 2.6 or Section 5.112.7, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.14, or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.14 or Section 5.112.16, 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 assignmentassignment and delegation.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office officeLending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, 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 Lending Office. If any Lender requests compensation under Section 5.103.2, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.113.5, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce 57 CREDIT AGREEMENT amounts payable pursuant to Section 5.10 3.2 or Section 5.113.5, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.104.3 or 4.5, or requires the Borrower to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.114.6, then such Lender shallpromptly, at following the request of the Borrower, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (ia) would eliminate or materially reduce amounts payable pursuant to Section 5.10 4.3, 4.5 or Section 5.114.6, as the case may be, in the future and (iib) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender (as determined in its sole discretion). The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.13, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.15, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.13 or Section 5.112.15, as the case may be, in the future 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.. (b)

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 5.112.13, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.10 or Section 5.112.13, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.116.3 or requests compensation under Section 12.1, or, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 6.3 or Section 5.1112.1, as the case may be, in the future 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 Lending Office. If any Lender requests compensation under Section 5.102.11 (Increased Costs), or requires if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.13 (Taxes), then such Lender shall, at the request of the Borrower, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 2.11 (Increased Costs) or Section 5.112.13 (Taxes), as the case may be, in the future and future, (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.109.4, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.1111.1, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 9.4 or Section 5.1111.1, as the case may be, in the future 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.. 126

Designation of a Different Lending Office. If any Lender requests compensation under Section 5.102.15, or requires the Borrower any Transaction Party to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.112.16, then such Lender shall, shall (at the request of the Borrower, ) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 Sections 2.15 or Section 5.112.16, as the case may be, in the future 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.