Common use of Mitigation Obligations; Designation of a Different Lending Office Clause in Contracts

Mitigation Obligations; Designation of a Different Lending Office. (a) Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, 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 or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations; Designation of a Different Lending Office. (a) Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, 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 or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Mitigation Obligations; Designation of a Different Lending Office. (a) Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests makes a claim or demand for compensation under Section 3.044.01 or Section 4.04 hereof, or requires the if any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender, the L/C Issuer, Lender or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, 4.01 or if any Lender gives a notice pursuant to Section 3.024.04 hereof, then at the request of the Borrower applicable Borrowers may, upon notice to such Lender or and the L/C Issuer shallAdministrative Agent, as applicable, use reasonable efforts require such Lender to designate a different Lending Office 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 affiliates, if, in the judgment of such Lender or the L/C IssuerLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 4.01 or 3.04Section 4.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beLender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. If any Lender has declined or is unable to designate a different lending office in accordance with this Section 4.05(c), then the applicable Borrowers may remove or replace such Lender in accordance with Section 13.15 hereof. Notwithstanding anything to the contrary herein, no Lender shall have the right to demand any payment or compensation under Section 4.01, 4.03 or 4.04 hereof: (i) with respect to any period more than one hundred eighty (180) days after the date of the occurrence of the event which caused such amounts to be due pursuant to such Sections and (ii) unless demand thereunder is made in accordance with a policy of the Lender being applied in good faith to all Borrowers similarly situated. Each Lender shall notify the Borrowers of any event occurring after the termination of this Credit Agreement entitling such Lender to compensation under Section 4.04 hereof as promptly as practicable, but in any event within one hundred eighty (180) days, after such Lender obtains actual knowledge thereof; if any Lender fails to give such notice within one hundred eighty (180) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable under Section 4.04 hereof, only be entitled to payment for such compensation relating to the period from and after the date one hundred eighty (180) days prior to the date that such Lender does give such notice. Any amount payable by any Borrower on account of Section 4.01, 4.03 or 4.04 hereof shall not be duplicative of: (i) any amount paid under any other of such Sections or (ii) any amounts included in the calculation of a RFR or Base Rate, as applicable.

Mitigation Obligations; Designation of a Different Lending Office. If: (a) Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, 2.12; or requires (b) the Borrower is required to pay any Indemnified Taxes indemnification or additional amounts amount to any Lender, the L/C Issuer, Lender or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, 2.14; then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different soon as reasonably practicable upon its Lending Office for funding or booking its Loans becoming aware of the same, notify the Borrower thereof. If the Borrower so requires, such Lender and the Security Trustee shall negotiate in good faith with a view to concluding arrangements whereby payments can be made hereunder or obligations maintained and performed in such manner, place, currency and other circumstances as shall not give rise to assign such increased payment or claim for such, as the case may be, and so as to achieve substantially the same result as would have been achieved had such claim or increased payment, as the case may be, not occurred and, in connection therewith, such Lender shall consider (without prejudice to the right of the Lenders to structure their affairs as they see fit), at the Borrower’s request, transferring its rights and obligations hereunder to another of its offices, offices or branches or affiliates, if, in to an affiliate or other actions which would avoid or not cause such circumstances to arise and shall otherwise take such reasonable steps as may be open to it to mitigate the judgment effects of such circumstances; provided that such Lender shall be under no obligation to take any such action if to do so in such Xxxxxx’s opinion might involve it (or the L/C Issuer, such designation or assignment (iany of its Affiliates) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the futureany unlawful activity, or eliminate would or would be likely to result in it (or any of its Affiliates) suffering any loss, cost, liability, expense or disadvantage in respect of Taxes in respect of which it has not been indemnified by the need for Borrower or any Borrower Group Company to the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject reasonable satisfaction of such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may beLender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.assignment requested by the Borrower. - 73 - Section 2.17