Common use of Claims for Increased Costs and Taxes Clause in Contracts

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Rate Loans pursuant to Section 3.8(a) or (b) hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c), 3.10 or 3.11 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 hereof (each such lender being an "Affected Lender"), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement Lender") to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note of such Affected Lender and such Affected Lender's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected Lender, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c), and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(a) or (b) Sections 10.1 and 10.2 hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c)10.3, 3.10 2.12 or 3.11 2.14(f) hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 2.13 hereof (each such lender being an "Affected Lender"), the Borrower at its own cost and expense may designate a replacement bank lender (a "Replacement Lender") to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and such Affected Lender's rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to and (b) assign the Commitment of such Affected Lender pursuant to Section 3.8(c), and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(a) Sections 10.1 or (b) hereof 10.2 or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(cSections 10.3, 2.10(b) through (d), 3.10 2.11 or 3.11 hereof 2.13 or is unable to complete the form required or is subject to withholding as provided in Section 3.11 hereof 2.14 (each such lender lenderLender being an "“Affected Lender"”), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement Lender") Lender to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and such Affected Lender's ’s rights hereunder and with respect thereto, and within ten (10) Business Days after such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c)2.11, and (b) assign the Commitments of such Affected Lender, and upon such assumption and purchase by the Replacement LenderLender and subject to acceptance and recording of such Assignment and Assumption Agreement by the Administrative Agent pursuant to Section 11.5(d), such Replacement Lender shall be deemed to be a "“Lender" ” for purposes of this Agreement and such Affected Lender shall cease to be a "“Lender" ” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the CommitmentCommitments). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Eurodollar Rate Loans pursuant to Section 3.8(a) or (b) 10.1 and 10.2 hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c), 3.10 10.3 or 3.11 2.12 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 2.13 hereof (each such lender being an "Affected Lender"), the Borrower at its own cost and expense may may, with the prior written consent of the Funding Agent which consent shall not be unreasonably delayed or withheld, designate a replacement bank lender (a "Replacement Lender") to assume the Facility B Commitment and the obligations of any such Affected Lender hereunder, hereunder and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and the rights of such Affected Lender's rights Lender hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit J attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including including, without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c)2.12 hereof, and (b) assign the Facility B Commitment of such Affected Lender, and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Facility B Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender (a) shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(a) or Sections 10.1 and 10.2, (b) hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c)Sections 10.3, 3.10 2.11 or 3.11 hereof or 2.12, (c) is unable to complete the form required or is subject to withholding as provided in Section 3.11 hereof 2.12 or (d) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 11.12 or any other provision of any Loan Document, requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (each such lender being an "“Affected Lender"”), the Borrower at its own cost and expense may designate a replacement bank lender (a "“Replacement Lender"”) to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and such Affected Lender's ’s rights hereunder and with respect thereto, and within ten (10) Business Days 102 of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to and (b) assign the Commitment of such Affected Lender pursuant to Section 3.8(c), and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "“Lender" ” for purposes of this Agreement and such Affected Lender shall cease to be a "“Lender" ” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(a) or (b) Sections 10.1 and 10.2 hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c)10.3, 3.10 2.10, 2.11 or 3.11 2.13 hereof or is unable to complete the form as required or is subject to withholding as provided in under Section 3.11 2.14 hereof (each such lender Lender being an "Affected Lender"), the Borrower at its own cost and expense may designate a replacement bank lender (a "Replacement Lender") to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and such Affected Lender's rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Acceptance Agreement substantially in the form of Exhibit A attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c)2.10 hereof, and (b) assign the Commitment of such Affected Lender and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(a) Sections 10.1 or (b) hereof 10.2 or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(cSections 10.3, 2.10(b) through (d), 3.10 2.11 or 3.11 hereof 2.13 or is unable to complete the form required or is subject to withholding as provided in Section 3.11 hereof 2.14 (each such lender being an "“Affected Lender"”), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement Lender") Lender to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and such Affected Lender's ’s rights hereunder and with respect thereto, and within ten (10) Business Days after such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c)2.11, and (b) assign the Commitments of such Affected Lender, and upon such assumption and purchase by the Replacement LenderLender and subject to acceptance and recording of such Assignment and Assumption Agreement by the Administrative Agent pursuant to Section 11.5(d), such Replacement Lender shall be deemed to be a "“Lender" ” for purposes of this Agreement and such Affected Lender shall cease to be a "“Lender" ” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the CommitmentCommitments). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Eurodollar Rate Loans pursuant to Section 3.8(a) or (b) Sections 10.1 and 10.2 hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c)10.3, 3.10 2.10(b) or 3.11 2.13 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 2.14 hereof (each such lender being an "Affected Lender"), the Borrower at its own cost and expense may designate a replacement bank lender (a "Replacement Lender") to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and such Affected Lender's rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit M attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c)2.11 hereof, and (b) assign the Commitment of such Affected Lender and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Rate Loans pursuant to Section 3.8(a) or (b) hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c), 3.9, 3.10 or 3.11 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 hereof (each such lender being an "Affected Lender"), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement Lender") to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note of such Affected Lender and such Affected Lender's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected Lender, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including including, without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c), and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Eurodollar Rate Loans pursuant to Section 3.8(a) or (b) 10.1 and 10.2 hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c), 3.10 10.3 or 3.11 2.12 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 2.13 hereof (each such lender being an "Affected Lender"), the Borrower at its own cost and expense may may, with the prior written consent of the Funding Agent which consent shall not be unreasonable delayed or withheld, designate a replacement bank lender (a "Replacement Lender") to assume the Facility A Commitment and the obligations of any such Affected Lender hereunder, hereunder and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and the rights of such Affected Lender's rights Lender hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit J attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including including, without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c)2.12 hereof, and (b) assign the Facility A Commitment of such Affected Lender, and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Facility A Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Rate Loans or Alternative Currency Loans pursuant to Section 3.8(a4.8(a) or (b) hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c4.8(c), 3.10 4.10 or 3.11 4.11 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 4.11 hereof (each such lender Lender being an "Affected Lender"), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement Lender") to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note and L/C Obligations of such Affected Lender and such Affected Lender's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected Lender, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans all Extensions of Credit of such Affected Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including including, without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(cSections 4.8(c), 4.9, 4.10 and 4.11 and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the CommitmentCommitments). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender (i) shall decline to make LIBOR Rate Loans or Alternative Currency Loans pursuant to Section 3.8(a4.8(a) or (b) hereof or hereof, (ii) shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c4.8(c), 3.10 4.10 or 3.11 hereof or 4.11 hereof, (iii) is unable to complete the form required or is subject to withholding as provided in Section 3.11 hereof 4.11 hereof, (iv) shall become a Defaulting Lender or (v) declines to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which, if such Lender had consented thereto, would be or have been approved by the Required Lenders or declines consent to a vote which requires the consent of all Lenders pursuant to Section 13.9 (each such lender Lender being an "Affected Lender") (provided the Borrower shall not have the right to replace a non-consenting Lender if any proposed change, waiver, discharge or termination has been approved by the Required Lenders without the consent of such non-consenting Lender unless such non-consenting Lender consents to being replaced by the Borrower), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement Lender") to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note and L/C Obligations of such Affected Lender and such Affected Lender's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected Lender, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans all Extensions of Credit of such Affected Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including including, without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(cSections 4.8(c), 4.9, 4.10 and 4.11 and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the CommitmentCommitments). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender Bank shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(a) 10.1 or (b) 10.2 hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(cSections 2.9(d), 3.10 2.12 or 3.11 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 10.3 hereof (each such lender Bank being an "Affected LenderBank"), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement LenderBank") ), which Replacement Bank shall be reasonably acceptable to the Administrative Agent, to assume the Commitment and the obligations of any such Affected Lender Bank hereunder, and to purchase the outstanding Revolving Credit Note of such Affected Lender Bank and such Affected LenderBank's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected LenderBank, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Bank plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender Bank hereunder, including without limitation, any amount which would be payable to such Affected Lender Bank pursuant to Section 3.8(c)2.10, and upon such assumption and purchase by the Replacement LenderBank, such Replacement Lender Bank shall be deemed to be a "LenderBank" for purposes of this Agreement and such Affected Lender Bank shall cease to be a "LenderBank" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitmentthis Agreement). In The Borrower hereby covenants and agrees that upon the event effectiveness of any Lender receives a refund or credit with respect to withholding taxes paid by the Borrowerassignment hereunder, such Lender shall it will promptly repay such amounts provide to the Borrower.Administrative Agent for the benefit of the relevant Banks duly executed replacement promissory notes in the amount of each Bank's Commitment in substantially the form of Exhibit A attached hereto. The Borrower shall, on the effective date of such assignment, pay to the Administrative Agent the assignment fee referred to in Section 11.5(b)(iv)(C). -66- 73

Claims for Increased Costs and Taxes. In the event that any Lender Bank shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(a) 10.1 or (b) 10.2 hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(cSections 2.9(d), 3.10 2.12 or 3.11 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 10.3 hereof (each such lender Bank being an "Affected LenderBank"), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement LenderBank") ), which Replacement Bank shall be reasonably acceptable to the Administrative Agent, to assume the Commitment and the obligations of any such Affected Lender Bank hereunder, and to purchase the outstanding Revolving Credit Note of such Affected Lender Bank and such Affected LenderBank's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected LenderBank, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Bank plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender Bank hereunder, including without limitation, any amount which would be payable to such Affected Lender Bank pursuant to Section 3.8(c)2.10, and upon such assumption and purchase by the Replacement LenderBank, such Replacement Lender Bank shall be deemed to be a "LenderBank" for purposes of this Agreement and such Affected Lender Bank shall cease to be a "LenderBank" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitmentthis Agreement). In The Borrower hereby covenants and agrees that upon the event effectiveness of any Lender receives a refund or credit with respect to withholding taxes paid by the Borrowerassignment hereunder, such Lender shall it will promptly repay such amounts provide to the BorrowerAdministrative Agent for the benefit of the relevant Banks duly executed replacement promissory notes in the amount of each Bank's Commitment in substantially the form of Exhibit A attached hereto. The Borrower shall, on the effective date of such assignment, pay to the Administrative Agent the assignment fee referred to in Section 11.5(b)(iv)(C).

Claims for Increased Costs and Taxes. In the event that any Lender ------------------------------------ Bank shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(a) 10.1 or (b) 10.2 hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c)2.10, 3.10 2.12 or 3.11 10.3 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 2.13 hereof (each such lender Bank being an "Affected LenderBank"), the Borrower at its own cost and expense may designate a ------------- replacement bank (a "Replacement LenderBank") to assume the Commitment (and/or ---------------- Incremental Facility Commitment) and the obligations of any such Affected Lender Bank hereunder, and to purchase the outstanding Revolving Credit Note (and/or Incremental Facility Commitment) of such Affected Lender Bank and such Affected LenderBank's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected LenderBank, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Bank plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender Bank hereunder, including without limitation, any amount which would be payable to such Affected Lender Bank pursuant to Section 3.8(c)2.10, and upon such assumption and purchase by the Replacement LenderBank, such Replacement Lender Bank shall be deemed to be a "LenderBank" for purposes of this Agreement and such Affected Lender Bank shall cease to be a "LenderBank" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender Bank receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender Bank shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender (a) shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(a) or Sections 10.1 and 10.2 hereof, (b) hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c)Sections 10.3, 3.10 2.12 or 3.11 hereof or 2.14(f) hereof, (c) is unable to complete the form required or is subject to withholding as provided in Section 3.11 2.13 hereof or (d) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 11.12 or any other provision of any Loan Document, requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (each such lender being an "Affected Lender"), the Borrower at its own cost and expense may designate a replacement bank lender (a "Replacement Lender") to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and such Affected Lender's rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to and (b) assign the Commitment of such Affected Lender pursuant to Section 3.8(c), and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Rate Loans LIBORSOFR Advances pursuant to Section 3.8(a) Sections 10.1 or (b) hereof 10.2 or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(cSections 10.3, 2.10(b) through (d), 3.10 2.11 or 3.11 hereof 2.13 or is unable to complete the form required or is subject to withholding as provided in Section 3.11 hereof 2.14 (each such lender Lender being an "“Affected Lender"”), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement Lender") Lender to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and such Affected Lender's ’s rights hereunder and with respect thereto, and within ten (10) Business Days after such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c)2.11, and (b) assign the Commitments of such Affected Lender, and upon such assumption and purchase by the Replacement LenderLender and subject to acceptance and recording of such Assignment and Assumption Agreement by the Administrative Agent pursuant to Section 11.5(d), such Replacement Lender shall be deemed to be a "“Lender" ” for purposes of this Agreement and such Affected Lender shall cease to be a "“Lender" ” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the CommitmentCommitments). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender (i) shall decline to make LIBOR Rate Loans Advances pursuant to Section 3.8(aSections 10.1 and 10.2 hereof, (ii) or shall constitute a Defaulting Lender hereunder, (biii) hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c)10.3, 3.10 2.9, 2.10 or 3.11 2.12 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 hereof 2.13 hereof, or (iv) shall fail to consent to any proposed waiver or amendment to any of the provisions of this Agreement or any other Loan Document as contemplated by Section 11.12 hereof; provided that the consent of the Required Lenders is obtained and such Lender’s consent is required (each such lender being an "“Affected Lender"”), the Borrower at its own cost and expense may designate a replacement bank lender (a "“Replacement Lender"”) to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note Loans of such Affected Lender and such Affected Lender's ’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, or warranty by, by or expense to, to such Affected Lender, by way of an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, payment by the Borrower of any amount which would be payable to such Affected Lender pursuant to Section 3.8(c)2.9 hereof, and (b) assign the Commitment of such Affected Lender and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "“Lender" ” for purposes of this Agreement and such Affected Lender shall cease to be a "“Lender" ” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.

Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBOR Rate Loans pursuant to Section 3.8(a) or (b) hereof or shall have notified the Borrower that it is entitled to claim compensation pursuant to Section 3.8(c), 3.10 or 3.11 hereof or is unable to complete the form required or is subject to withholding as provided in Section 3.11 hereof (each such lender being an "Affected Lender"), the Borrower at its own cost and expense may designate a replacement bank (a "Replacement Lender") to assume the Commitment and the obligations of any such Affected Lender hereunder, and to purchase the outstanding Revolving Credit Note of such Affected Lender and such Affected Lender's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected Lender, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any amount which would be payable to such Affected Lender pursuant to Section 3.8(c), and upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitment). In the event any Lender receives a refund or credit with respect to withholding taxes paid by the Borrower, such Lender shall promptly repay such amounts to the Borrower.