Common use of Amended and Restated Credit Agreement Clause in Contracts

Amended and Restated Credit Agreement. days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer or Swing Line Lender, in its capacity as Lender, assigns all of its Commitments and Loans pursuant to Section 10.06(b), such Lender may, (i) upon 30 days’ notice to the Borrower and the other Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If such Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Amended and Restated Credit Agreement. days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or of Term Loans (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event such refinanced tranche of any such resignation as L/C Issuer or Swing Line LenderTerm Loans, the Borrower shall be entitled to appoint from among the Lenders “Refinanced Term Loans”) with a successor L/C Issuer or Swing Line Lender replacement term loan tranche (“Replacement Term Loans”) hereunder; providedprovided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, however, that no failure by (b) the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Applicable Rate for Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant and Eurodollar Rate Loans for such Replacement Term Loans shall not be higher than Applicable Rate for Base Rate Loans and Eurodollar Rate Loans for such Refinanced Term Loans, (c) the Weighted Average Life to Section 2.03(c)). If Bank Maturity of America resigns such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as Swing Line Lender, it shall retain all the rights a result of prepayment of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as applicable tranche of Term Loans), (d) the effective maturity date of such resignationReplacement Term Loans shall not be shorter than the maturity date of such Refinanced Term Loans at the time of such refinancing, including the right (e) no Lender shall have any obligation to require provide any Replacement Term Loans and (f) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than those applicable to make Base Rate such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the applicable tranche of Term Loans or fund risk participations in outstanding Swing Line Loans pursuant effect immediately prior to Section 2.04(c)such refinancing. In addition, notwithstanding Notwithstanding anything to the contrary contained hereinin this Section 10.01, if at any time any other L/C Issuer or Swing Line Lender, in its capacity as Lender, assigns all of its Commitments and Loans pursuant to Section 10.06(b), such Lender may, (i) upon 30 days’ notice to the Borrower and the other Administrative Agent may without the input or consent of the Lenders, resign effect amendments to this Agreement and the other Loan Documents as L/C Issuer and/or (ii) upon 30 days’ notice to may be necessary or appropriate in the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as opinion of the effective date Administrative Agent to effect the provisions of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If such Lender resigns as Swing Line LenderSections 2.14, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit2.15 andSection 2.18.

Amended and Restated Credit Agreement. days’ notice Upon the satisfaction of the conditions set forth in Section 5 hereof, the Credit Agreement shall, automatically and without further action by any party, be amended and restated in the form of the Amended and Restated Credit Agreement as set forth in Exhibit A attached hereto (it being understood and agreed that, in the event that such conditions are not satisfied on or prior to January 10, 2019, the Amended and Restated Credit Agreement shall not become effective and the Credit Agreement (as otherwise amended by this Amendment) shall remain in full force and effect). Without limiting the generality of the foregoing, the parties agree that, subject to the Borrower satisfaction of the conditions referred to in the paragraph above, on the Extension Date: (a) the amount of the aggregate Commitments under the Credit Agreement shall be automatically and permanently reduced to $750,000,000 pursuant to Section 2.12 of the Credit Agreement (it being understood and agreed by the Administrative Agent and the LendersExtending Lenders that any advance notice required thereunder in order to reduce the Commitments is hereby waived) and the Borrowers shall, resign if necessary, concurrently prepay the principal of outstanding Loans or cash collateralize outstanding Letters of Credit such that the Revolving Credit Exposures shall not exceed the Commitments in effect after such reduction of the Commitments; (b) without any further action by the Borrowers, each Lender (as defined in the Existing Credit Agreement) that is not set forth on Schedule 2.01 to the Amended and Restated Credit Agreement and will not have a Commitment (as defined therein) under the Amended and Restated Credit Agreement (each an L/C Issuer and/or “Exiting Lender”), each Extending Lender, the Administrative Agent or any other party hereto, (i) each of the Exiting Lenders and each of the Extending Lenders whose aggregate amount of Commitments under the Credit Agreement immediately prior to the Extension Date (after giving effect to the reduction in the aggregate Commitments set forth in clause (a) above) is being reduced pursuant to the Amended and Restated Credit Agreement from its aggregate amount of Commitments under the Credit Agreement (each a “Reducing Party”) shall be deemed to have irrevocably sold and assigned to each of the Extending Lenders whose aggregate amount of commitments is being increased pursuant to the Amended and Restated Credit Agreement from its aggregate amount of Commitments under the Credit Agreement (each an “Increasing Party”) an undivided portion of its Commitments under the Credit Agreement and its rights and obligations as a Lender under the Credit Agreement, and the other Loan Documents (to the extent a party thereto), and each of the Increasing Parties shall be deemed to have irrevocably accepted and assumed from each of the Reducing Parties, an undivided portion of such commitments, rights and obligations, so that, after giving effect thereto, each of the Extending Lenders has a Commitment (as such term is defined in the Amended and Restated Credit Agreement) as set forth on Schedule 2.01 to the Amended and Restated Credit Agreement, (ii) upon 30 days’ notice each of the Exiting Lenders shall not be a party to the BorrowerAmended and Restated Credit Agreement or have any further rights or obligations thereunder (other than any right or obligation, resign that, pursuant to the Credit Agreement, expressly survives a termination of the Commitment of such Exiting Lender under the Credit Agreement), all as Swing Line Lender. In if the event sales and assignments set forth in this Section 4(b) had been effected pursuant to one or more Assignment and Assumption Agreements, and (iii) each of any such resignation the Extending Lenders shall continue to be a party to the Amended and Restated Credit Agreement with a Commitment (as L/C Issuer or Swing Line Lender, defined therein) as set forth on Schedule 2.01 to the Borrower Amended and Restated Agreement and shall be entitled continue to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all have the rights and obligations of an L/C Issuer hereunder with respect to all a Lender (as defined therein) thereunder and under the other Loan Documents (as defined therein); (c) Existing Roll-Over Letters of Credit (as defined in the Amended and Restated Credit Agreement) that are issued by it and outstanding as of an LC Issuer under the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right Credit Agreement shall be deemed to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts have been issued pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made Amended and Restated Credit Agreement by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer or Swing Line Lenderthat LC Issuer, in its capacity as Lenderan LC Issuer (as defined in the Amended and Restated Credit Agreement), assigns all and shall be deemed to be amended as of its Commitments the Extension Date so that the liability of the Extending Lenders under such Existing Roll-Over Letter of Credit from and Loans after the Extension Date shall be consistent with the requirements of the Amended and Restated Credit Agreement, including pursuant to Section 10.06(b)2.06(d) of the Amended and Restated Credit Agreement, and such Lender may, (i) upon 30 days’ notice to the Borrower and the other Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Existing Roll-Over Letters of Credit (as defined in the Amended and Restated Credit Agreement), as so amended, shall be deemed to have been issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Amended and Restated Credit Agreement; and (d) the Borrowers and each Extending Lender shall make such Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it adjustments and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, payments as the case may be, and (b) the successor L/C Issuer Administrative Agent shall issue letters of credit determine in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory order to give effect to the retiring L/C Issuer foregoing. For the avoidance of doubt, until the Extension Date, each Exiting Lender and each Extending Lender shall continue to effectively assume hold its Commitment under the obligations of such retiring L/C Issuer with respect to such Letters of CreditCredit Agreement.

Amended and Restated Credit Agreement. days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as their Pro Rata Share of the effective date of its resignation Revolving Credit Facility (and except as L/C Issuer provided in Sections 2.03(m) and all L/C Obligations with respect 2.04(g), without giving effect to changes thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made by it on a pro rata basis (except for (A) payments of interest and outstanding as fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the effective date non‑extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates (unless the Administrative Agent otherwise agrees), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such resignationExtension Offer, including (iv) the right applicable amortization schedule applicable to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Term Loans pursuant to Section 2.04(c). In addition, notwithstanding anything 2.07 for periods prior to the contrary contained hereinoriginal Maturity Date may not be increased, if at (v) the Weighted Average Life to Maturity of any time Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Extended Term Loans, (vi) any other L/C Issuer Extended Term Loans may participate on a pro rata basis or Swing Line Lendera less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in its capacity each case as Lender, assigns all of its Commitments and Loans pursuant to Section 10.06(b), such Lender mayspecified in the respective Extension Offer, (ivii) upon 30 days’ notice to if the Borrower and aggregate principal amount of applicable Term Loans (calculated on the other Lenders, resign as L/C Issuer and/or (iiface amount thereof) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Revolving Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If such Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line LenderCommitments, as the case may be, and (b) in respect of which the successor L/C Issuer applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall issue letters have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of credit in substitution for applicable Term Loans or Revolving Credit Commitments, as the Letters of Creditcase may be, if anyoffered to be extended by the Borrower pursuant to such Extension Offer, outstanding at then the time applicable Term Loans or Revolving Credit Loans, as the case may be, of such succession Term Lenders or make other arrangements satisfactory Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the retiring L/C Issuer respective principal amounts (but not to effectively assume the obligations exceed actual holdings of such retiring L/C Issuer record) with respect to which such Letters Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer and (viii) all documentation in respect of Creditsuch Extension shall be consistent with the foregoing. For the avoidance of doubt, no Lender shall be required to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to have declined such Extension Offer and the Loans and Commitments of any non-participating Lenders shall mature (and the Commitments terminate) on the applicable Maturity Date.

Amended and Restated Credit Agreement. days’ notice to the Borrower and the Lenderswithout deduction for Taxes, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrowerexcluding, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as in the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer Administrative Agent and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line each Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer or Swing Line Lender, in its capacity as Lender, assigns all of its Commitments and Loans pursuant to Section 10.06(b), such Lender may, (i) upon 30 days’ notice to the Borrower and the other LendersTaxes imposed on or measured by its net income (however denominated) or gross income, resign as L/C Issuer and/or or franchise Taxes, in each case (iiA) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure imposed by the Borrower to appoint United States or by any jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If such Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, is organized or in which the Administrative Agent or such Lender has a lending office or its principal office or (B) that are Other Connection Taxes, (ii) branch profits Taxes, and any similar Taxes, imposed by the United States or any other jurisdiction in which any such lending office or principal executive office is located or in which the Administrative Agent or such Lender, as the case may be, is deemed to be doing business, (biii) in the successor L/C Issuer shall issue letters case of credit in substitution a Lender, the amount of U.S. Federal withholding Taxes imposed on amounts payable to or for the Letters of Credit, if any, outstanding at the time account of such succession Lender with respect to an applicable interest in a Loan or make Commitment pursuant to a law as in effect on the date on which (1) such Lender acquires such interest in the Loan or Commitment (other arrangements satisfactory than pursuant to an assignment request by the Borrower under Section 3.06(c)) or (2) such Lender changes its lending office, except in each case to the retiring L/C Issuer extent that, pursuant to effectively assume the obligations of such retiring L/C Issuer this Section 3.01(a), amounts with respect to such Letters Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iv) Taxes attributable to a Lender’s or the Administrative Agent’s failure to comply with Section 10.14(a) and (v) any U.S. Federal withholding Taxes imposed pursuant to FATCA (all such non‑excluded Taxes being hereinafter referred to as “Indemnified Taxes” and all such excluded Taxes being hereinafter referred to as “Excluded Taxes”). If any withholding agent shall be required by any applicable Laws to deduct or withhold any Tax from or in respect of Creditthe payment of any sum payable to the Administrative Agent or any Lender by or on account of any obligations of the Borrower under any Loan Document, then (w) if such Tax is an Indemnified Tax, the sum payable by the Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01(a)), the Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made, (x) such withholding agent shall be entitled to make such deductions and withholdings, (y) such withholding agent shall timely pay the full amount deducted or withheld to the relevant taxation authority or other Governmental Authority in accordance with applicable Laws and (z) within 30 days after the date of such payment to such Governmental Authority, such withholding agent shall furnish to the Administrative Agent (which shall forward the same to the applicable Lender) or to such Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or such other written evidence of payment thereof that is reasonably satisfactory to the Administrative Agent.