Common use of Mitigation Obligations; Replacement of Lenders Clause in Contracts

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, or if any of the Loan Parties are required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties Borrowers are required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event that gives rise to the operation of Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.15 or mitigate the applicability of Section 2.162.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall consult with the Company regarding any actions that could be taken to reduce amounts payable under such Sections and the costs of taking such actions and shall, at the request of the Company following such consultations, 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 2.14 or Section 2.16, 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 Company hereby agrees to pay all reasonable reasonable, direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Party is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, 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 its participation in any Letter of Credit affected by such event, 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 2.14 2.15 or Section 2.162.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender documented assignment fees in connection with any such designation or assignmentassignment and delegation.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.23, then such Lender shall (at the request of the Lead Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder affected by such event, 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 Sections 2.15 or 2.17 or mitigate the applicability of Section 2.14 or Section 2.162.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include including any Issuing Bank for purposes of this Section 2.18(a)Bank) requests compensation under Section 2.142.13, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender (including any Issuing Bank) or any Governmental Authority for the account of any Lender (including any Issuing Bank) pursuant to Section 2.162.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans (or interests in Letters of Credit) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such LenderLender (including any Issuing Bank), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or Section 2.162.15, as the case may be, in the future and (ii) would not subject such Lender (including any Issuing Bank) to any material 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 Lender (including any Lender in connection with any such designation or assignmentIssuing Bank).

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, or if any of the Loan Parties are a Borrower is required to pay any Indemnified Taxes, Other Taxes additional amount or additional amounts any indemnity or compensatory amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.16 or any event gives rise to the operation of Section 2.22, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 or 2.16 or mitigate the applicability of Section 2.162.22, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, 4.01 or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.164.03, then such Lender shall (at the written request of the Borrower addressed to the applicable Group Agent) use reasonable efforts to designate a different lending office for funding or booking its Loans or Commitments 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 2.14 4.01 or Section 2.164.03, as the case may beapplicable, 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 assignmentassignment and delegation.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17(a) or (c) or any event gives rise to the operation of Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.15 or 2.17 or mitigate the applicability of Section 2.162.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If (i) any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if (ii) any of the Loan Parties are Party is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or (iii) any event gives rise to the operation of Section 2.23, then such the applicable Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate 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 and delegation (ix) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future be and (iiy) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event that gives rise to the operation of Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.15 or Section 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, 2.14 or 2.19 or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.16 or if any Borrower is required to pay any additional interest to any Lender pursuant to Section 2.19, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.14, 2.16 or Section 2.16, 2.19 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)or its Affiliate) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender (or its Affiliate) or any Governmental Authority for the account of any Lender (or its Affiliate) pursuant to Section 2.162.17, then such Lender (or its Affiliate) 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 LenderLender (or its Affiliate), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may be, in the future and (ii) would not subject such Lender (or its Affiliate) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender (or its Affiliate). The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender (or its Affiliate) in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) Designation of a Different Applicable Lending Office. If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.11, or if any of requires the Loan Parties are required Borrower to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender 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 2.11 or 2.14 or Section 2.16, 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.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, (ii) any Lender cannot fund or maintain a Loan pursuant to Section 2.20, or if any of (iii) the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then 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 (i1) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may be, in the future, (2) would allow such Lender to fund Loans in the future and (ii3) 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxesadditional amount to, Other Taxes or additional amounts to otherwise indemnify, any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event that gives rise to the operation of Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.15 or Section 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future be and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, if the Administrative Agent delivers a notice contemplated by Section 2.13 (other than such a notice applicable to all Lenders), or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then 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 affiliatesAffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section Sections 2.14 or Section 2.162.16 or would cause Eurodollar Borrowings to be available, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then 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 affiliatesaffiliates (provided that, if such compensation or additional amounts relate to a particular Class of Loans, such designation or assignment may relate only to such Class of Loans), if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, 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 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.14 or 2.19, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Borrower is required to pay any additional amount to any Lender pursuant to Section 2.19, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.14, 2.16 or Section 2.162.19, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any or the Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties Borrowers are required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender Lender, the Issuing Bank or any Governmental Authority for the account of any Lender or the Issuing Bank pursuant to Section 2.162.17, then such Lender or the Issuing Bank 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 LenderLender or the Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or the Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or the Issuing Bank. 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Co-Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.15 or 2.17 or mitigate the applicability of Section 2.162.23, as the case may be, in the future be and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or if any of the Loan Parties Borrowers are required to pay any Indemnified Taxes, Other Taxes or any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.13, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15 or any event that gives rise to the operation of Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.13 or Section 2.162.15 or mitigate the applicability of Section 2.21, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.14(a), or if any of the Loan Parties are Party is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event that gives rise to the operation of Section 2.23, 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 affected by such event, 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 2.14 2.14(a) or Section 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future be and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.23, 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 its participation in any Letter of Credit affected by such event, 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 Sections 2.15 or 2.17 or mitigate the applicability of Section 2.14 or Section 2.162.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If (i) any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.13, or if (ii) any of the Loan Parties are Party is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, or (iii) any Lender is a Defaulting Lender, then such Lender shall (at the request of the Loan Party) 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or Section 2.162.15, as the case may beapplicable, 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.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of (ii) the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, or (iii) any Lender becomes a Defaulting Lender, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, 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.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of (ii) the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or (iii) any Lender becomes a Defaulting Lender, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.18, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes Additional Amount or additional amounts any other amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.162.20, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such LenderLender or Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.18 or Section 2.162.20, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or Issuing Bank. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (axiv) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, or if any of the Loan Parties are required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.13, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15 or any event gives rise to the operation of Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder 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 2.14 2.13 or 2.15 or mitigate the applicability of Section 2.162.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15 or such Lender determines it can no longer make or maintain SOFR pursuant to Section 2.20, or if any of the Loan Parties Borrowers are required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall (at the request of the Borrowers) 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.10 of the Credit Agreement, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender Bank or Purchaser pursuant to Section 2.162.05, then such Lender Bank or Purchaser, as applicable, shall use reasonable efforts to designate a different lending office for funding or booking its Loans Drawings hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such LenderBank or such Purchaser, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 Sections 2.10 of the Credit Agreement or Section 2.162.05 of this Agreement, as the case may be, in the future and (ii) would not subject such Lender Bank or such Purchaser, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderBank or such Purchaser. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender Bank or any Purchaser in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a1) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.12 or the Administrative Agent provides written notice in respect of a Lender pursuant to Section 2.11(b), or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then 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 reduce amounts payable pursuant to Section 2.12 or 2.14 or mitigate the circumstances referred to in Section 2.162.11(b), 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 shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxesadditional amount to, Other Taxes or additional amounts to otherwise indemnify, any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.15 or Section 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender is unable to make Eurocurrency Rate Loans and gives a notice pursuant to Section 2.13(b), then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16 or would eliminate the prohibition on making Eurocurrency Rate Loans pursuant to Section 2.162.13(b), as the case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, 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.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, or if (ii) any of the Loan Parties are Party is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.162.16 or (iii) any Lender becomes a Defaulting Lender, then such Lender shall use commercially 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 affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.16, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, or if the Borrower is required to pay any additional interest or other amount to any Lender pursuant to Section 2.21, then such Lender 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 2.14 2.16, 2.18 or Section 2.162.21, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then then, subject to Section 2.02(e), such Lender shall (at the request of such 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 2.14 2.15 or Section 2.162.17, 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 relevant Borrower hereby agrees to shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.12, hereof, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or an additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.9(c) hereof, then such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or Section 2.162.9(c) hereof, 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.

Mitigation Obligations; Replacement of Lenders. (ai) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.02(e), or if any of the Loan Parties are Party is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.08, or if any event occurs giving rise to the operation of clause (C) of 2.02(e)(ii), then such Lender shall (at the request of Administrative Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder affected by such event, 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 (ix) would eliminate or reduce amounts payable pursuant to Section 2.14 2.02(e) or Section 2.162.08, as the case may be, in the future and (iiy) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any economic, legal or regulatory respect 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; Replacement of Lenders. (a) If (i) any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or (ii) if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, or (iii) any Lender becomes a Defaulting Lender, then such Lender shall use reasonable efforts to designate a different lending office 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 (iA) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.13 (including any Lender for the benefit of a Participant), or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender (including any amount to a Lender for the benefit of a Participant) pursuant to Section 2.162.15, then such Lender (or Participant) 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 LenderLender (or Participant), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or Section 2.162.15, as the case may be, in the future and (ii) would not subject such Lender (or Participant) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender (or Participant). The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender (or Participant) in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.13, or if (ii) any of the Loan Parties are Party is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, or (iii) any Lender is a Defaulting Lender, then such Lender shall (at the request of the Loan Party) 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or Section 2.162.15, as the case may beapplicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17(a) or (c) or any event gives rise to the operation of Section 2.25, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.15 or 2.17 or mitigate the applicability of Section 2.162.25, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.14 or 2.19, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Borrower is required to pay any additional interest to any Lender pursuant to Section 2.19, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.14, 2.16 or Section 2.162.19, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.13, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15 or any event gives rise to the operation of Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.13 or 2.15 or mitigate the applicability of Section 2.162.20, as the case may be, in the future and (ii) would not subject such Lender 107 to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.16, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.18, or if the Borrower is required to pay any additional interest or other amount to any Lender pursuant to Section 2.21, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.16, 2.18 or Section 2.162.21, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.17, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.19, or if the Borrower is required to pay any additional interest or other amount to any Lender pursuant to Section 2.22, then such Lender 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 2.14 2.17, 2.19 or Section 2.162.22, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.13, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.15, or if any Lender is unable to make Eurodollar Rate Loans and gives a notice pursuant to Section 2.12(b), then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or 2.15 or would eliminate the prohibition on making Eurodollar Rate Loans pursuant to Section 2.162.12(b), as the case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material 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; Replacement of Lenders. (a) If any Lender (which term shall include any or the Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties Borrowers are required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or the Issuing Bank or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender or the Issuing Bank 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, Lender or the Issuing Bank such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or the Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or the Issuing Bank. 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests requests, or expects to request, compensation under Section 2.14, or if any of the Loan Parties are Borrower or the relevant Designated Subsidiary Borrower, as the case may be, is required to, expects to be required to, pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then 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 with respect thereto to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, 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 subject such Lender to such Lenderany regulatory, legal or financial disadvantage. 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.12, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, or if any Lender gives a notice pursuant to Section 2.12(f), then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or Section 2.162.14, as the case may be, in the future or eliminate the need for the notice pursuant to Section 2.12(f) 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.14 or 2.19, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Borrower is required to pay any additional interest to any Lender pursuant to Section 2.19, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.14, 2.16 or Section 2.162.19, 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 to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15 or such Lender determines it can no longer make or maintain Term SOFR Loans pursuant to Section 2.20, or if any of the Loan Parties Borrowers are required to pay any Indemnified Taxes, Other Taxes or any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15 or 2.20, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, then such Lender shall use reasonable efforts efforts, with prior notice to the Company, to designate a different lending office for funding or booking its affected Loans or other extensions of credit hereunder or to assign its affected rights and obligations hereunder to another of its offices, branches or affiliates, affiliates engaged in making loans if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15, 2.17 or Section 2.162.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense expense, would not be contrary to any general policy of such Lender and would not be otherwise be materially disadvantageous to such LenderLender (as determined by such Lender in its good faith judgment). 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event that gives rise to the operation of Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder 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 2.14 2.15 or Section 2.162.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.12, or if any of requires the Loan Parties are required Borrower to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, or if any Lender gives a notice pursuant to Section 2.11(b), then at the request of the Borrower such Lender shall 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 2.14 2.12 or Section 2.162.14, as the case may be, in the future future, or eliminate the need for the notice pursuant to Section 2.11(b), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If 3.If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if a Borrower or any of the Loan Parties are LC Subsidiary is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, or any Lender shall have become an affected party and shall have given notice of an illegality pursuant to Section 9.22, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17 or would avoid the illegality, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, or if any Lender determines that it is unlawful for it to make, maintain or fund Eurocurrency Loans pursuant to Section 2.14(c), then 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)or its Affiliate) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender (or its Affiliate) or any Governmental Authority for the account of any Lender (or its Affiliate) pursuant to Section 2.162.17, then such Lender (or its Affiliate) 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 LenderLender (or its Affiliate), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may be, in the future and (ii) would not subject such Lender (or its Affiliate) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender (or its Affiliate). The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender (or its Affiliate) in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests requests, or expects to request, compensation under Section 2.14, or if any of the Loan Parties are Borrower or the relevant Designated Borrower, as the case may be, is required to, expects to be required to, pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then 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 with respect thereto to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, 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 subject such Lender to such Lenderany regulatory, legal or financial disadvantage. 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; Replacement of Lenders. (a) If (i) any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of (ii) the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or (iii) any Lender becomes a Defaulting Lender, then such Lender shall provide the Borrower with prompt written notice thereof and 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 2.14 2.15 or Section 2.162.17, 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.

Mitigation Obligations; Replacement of Lenders. (a) If Designation of a Different Lending Office. In addition to the provisions in Section 2.13, if any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.12, or if any of requires the Loan Parties are required Borrower to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority Official Body for the account of any Lender pursuant to Section 2.162.15, 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 Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or Section 2.162.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests requests, or expects to request, compensation under Section 2.142.12, or if any of the Loan Parties are Borrower or the relevant Designated Subsidiary Borrower, as the case may be, is required to, or expects to be required to, pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then 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 with respect thereto to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.12 or Section 2.162.14, 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 subject such Lender to such Lenderany regulatory, legal or financial disadvantage. 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; Replacement of Lenders. (a) If any Lender (which term shall include any or Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.14 or 2.20, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.16, then at the request of the Company such Lender or Issuing Bank 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 LenderLender or such Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.14, 2.16 or Section 2.162.20, 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 all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or any event gives rise to the operation of Section 2.24, then such Lender shall use reasonable efforts (and at the expense of the Borrower) to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, 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 2.14 2.15 or 2.17 or mitigate the applicability of Section 2.162.24, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not otherwise be disadvantageous to in any material economic, legal or regulatory respect 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; Replacement of Lenders. (a) If any Lender (which term shall include any or Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.162.17, then such Lender or Issuing Bank 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 LenderLender or such Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or such Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or such Issuing Bank. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes Taxes, or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17 or mitigate the applicability of Section 2.20 or any event that gives rise to the operation of Section 2.20, then such Lender shall 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may beapplicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material 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; Replacement of Lenders. (a) If any Lender (which term shall include including any Issuing Bank for purposes of this Section 2.18(a)Bank) requests compensation under Section 2.142.13, or if any of the Loan Parties are Borrower or the Term Borrower, as the case may be, is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender (including any Issuing Bank) or any Governmental Authority for the account of any Lender (including any Issuing Bank) pursuant to Section 2.162.15, then 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 (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.13 or Section 2.162.15, as the case may be, in the future and (ii) would not subject such Lender to any material 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.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.12, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes Tax or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.14, then such Lender shall use reasonable efforts to designate a different lending office for Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 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 2.14 2.12 or Section 2.162.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include requests any Issuing Bank for purposes of this Section 2.18(a)) requests compensation payments under Section 2.142.15, or if any of the Loan Parties are Party is required to pay any Indemnified Taxes, Other Taxes or any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.162.17, or if any Lender delivers an Illegality Notice (as defined in Section 2.23), then such Lender 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 2.14 2.15 or Section 2.162.17 or eliminate the applicability of the Illegality Notice, 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 all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(a)) or a Participant in such Lender’s Loans requests compensation under Section 2.14, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or a Participant in such Lender’s Loans or any Governmental Authority for the account of any Lender or Participant pursuant to Section 2.16, then such Lender or Participant 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 affiliatesAffiliates, if, in the reasonable judgment of such LenderLender or Participant, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender or Participant to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or Participant. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.expenses

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any or the Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.14, or if any of the Loan Parties are Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender or the Issuing Bank, or to any Governmental Authority for the account of any Lender or the Issuing Bank, pursuant to Section 2.16, then such Lender or the Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such LenderLender or the Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future future, and (ii) would not subject such Lender or the Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or the Issuing Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such designation or assignment.

Mitigation Obligations; Replacement of Lenders. (a) If any Lender (which term shall include any or Issuing Bank for purposes of this Section 2.18(a)) requests compensation under Section 2.142.15, or if any of the Loan Parties Borrowers are required to pay any Indemnified Taxes, Other Taxes or additional amounts amount to any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.162.17, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such LenderLender or Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 2.15 or Section 2.162.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender or Issuing Bank. 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.;