Common use of Mitigation Obligations Clause in Contracts

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.03, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.03, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such LenderLender in any material economic, legal or regulatory respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such LenderLender in any material economic, legal or regulatory respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (iib) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section ‎Section 3.01 or Section ‎Section 3.02, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender gives a notice pursuant to Section 3.03‎Section 3.07(b), then such Lender shall use reasonable efforts to designate a different Lending Installation 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 ‎Section 3.01, 3.02 ‎3.02 or 3.05‎3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03‎Section 3.07(b), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender Lender, pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall shall, use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is Loan Parties are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01 (other than additional amounts arising from VAT), or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall will use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (iib) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Loan Parties hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower Company is required to pay any additional amount to any Lender or any Governmental Authority Person for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall shall, as applicable, use its reasonable best efforts (consistent with legal and regulatory restrictions) to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such or if the Lender shall use reasonable efforts to designate a different Lending Installation Office for funding or booking its Eurodollar Rate Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02, or the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.03, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower WBA hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.03, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation lending office for funding or booking its Loans the Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 3.02 3.01 or 3.053.03, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.024.04, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.054.01, or if any the Lender gives a notice pursuant to Section 3.034.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 4.01 or 3.054.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.034.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender Lender, pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the any Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such the Lender. The Borrower hereby agrees Borrowers agree to pay all reasonable costs and expenses incurred by any the Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.03, then such Lender shall use reasonable efforts to designate a different Lending Installation for funding or booking its Revolving 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 3.01, 3.02 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02SECTION 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05SECTION 3.01, or if any Lender gives a notice pursuant to Section 3.03SECTION 3.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 SECTION 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03SECTION 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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 to the extent reasonably attributable to the Loans hereunder.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.033.07(b), then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.07(b), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section ‎Section 3.01 or Section ‎Section 3.02, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender gives a notice pursuant to Section ‎Section 3.03, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 ‎Section 3.01, 3.02 ‎3.02 or 3.05‎3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ‎Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. (a) If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. (a) If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the a Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation Lender’s 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such the Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any the Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender Lender, pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender the Lender, as the case may be, to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such the Lender, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. (a) If any Lender requests compensation under Section 3.01 or Section 3.023.4, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.1, or if any Lender gives a notice pursuant to Section 3.033.2, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.1 or 3.05Section 3.4, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.2, as applicable, and (iib) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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, reasonably exercised, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use commercially reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender Lender, or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender Lender, shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender Lender, to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender Lender, or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower Borrowers is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 85 DB1/ 123795142.13 Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such LenderLender in any material economic, legal or regulatory respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation 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, Lender such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 3.1 or Section 3.023.2, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5, or if any Lender gives a notice pursuant to Section 3.033.3, then such Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation 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 3.013.1, 3.02 3.2 or 3.053.5, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.3, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation Office for funding or booking its Loans 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section ‎Section 3.01 or Section ‎Section 3.02, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender gives a notice pursuant to Section ‎‎Section 3.03, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01‎Section ‎3.01, 3.02 ‎‎3.02 or 3.05‎‎3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ‎‎Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.03, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower WBA hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such LenderLender in any material economic, legal or regulatory respect. 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.05, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation Office for funding or booking its Loans hereunder or to assign its rights right 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 3.01, 3.02 3.01 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, applicable and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such the applicable Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation Office for funding or booking its Loans 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 applicable Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 3.02 3.01 or 3.05, 3.04 as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the applicable Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any the applicable Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section ‎Section 3.01 or Section ‎Section 3.02, or the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender gives a notice pursuant to Section ‎Section 3.03, then such Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation 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 ‎Section 3.01, 3.02 ‎3.02 or 3.05‎3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ‎Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower WBA hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 3.04 or Section 3.02, for any Mandatory Costs or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.033.01, then such Lender shall shall, at the request of the Borrower, use reasonable efforts to designate a different Lending Installation Office for funding or booking its Loans hereunder a Letter of Credit 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 3.01, 3.02 3.01 or 3.053.02, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02, or the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.03, then such Lender shall shall, as applicable, use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower WBA hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is Borrowers are required to indemnify or pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.05Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or requires the Borrower is required Borrowers to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.033.01, then such Lender shall (at the request of the Borrowers) use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.05Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02SECTION 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05SECTION 3.01, or if any Lender gives a notice pursuant to Section 3.03SECTION 3.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 SECTION 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03SECTION 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02SECTION 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05SECTION 3.01, or if any Lender gives a notice pursuant to Section 3.03SECTION 3.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 SECTION 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03SECTION 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations. If any the Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any the Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.053.01, or if any the Lender gives a notice pursuant to Section 3.033.02, then such the Lender shall use reasonable efforts to designate a different Lending Installation 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 (ia) would eliminate or reduce amounts payable pursuant to Section 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (iib) in each case, would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.023.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.01, or if any Lender gives a notice pursuant to Section 3.033.02, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 3.01, 3.02 3.01 or 3.053.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.033.02, as applicable, and (iib) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially 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.

Mitigation Obligations. If any Lender requests compensation under Section ‎Section 3.01 or Section ‎Section 3.02, or the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender gives a notice pursuant to Section ‎Section 3.03, then such Lender shall use reasonable efforts to designate a different Lending Installation 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 ‎Section 3.01, 3.02 ‎3.02 or 3.05‎3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section ‎Section 3.03, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower WBA hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.