Common use of Limitation on Charges; Substitute Lenders; Non-Discrimination Clause in Contracts

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(C) or 3.4 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION 11.6; PROVIDED FURTHER that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.3(c) or 3.4 7.9 notwithstanding: (1a) Borrower shall not be required to pay to any Lender reimbursement or indemnification with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; (2b) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3c) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheldwithheld or delayed) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 2.2(d), 3.3(c) or 3.4 7.9 notwithstanding: (1) No Borrower shall not be required to pay to any Lender reimbursement or indemnification with regard to any costs or expenses described in such Sections, unless such Lender notifies the applicable Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to any Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to any Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, the applicable Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination such Borrower shall (i) if Agent Agents and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent Agents (such approval not to be unreasonably withheldwithheld or delayed) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, the applicable Borrower shall have given written notice to Agent Agents of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan U.S. Commitments, Canadian Commitments or U.K. Commitments, as the case may be, in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.3(c) or 3.4 7.10 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments and Advance Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.3(c) or 3.4 7.10 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 2.2(d), 3.3(c) or 3.4 7.9 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement or indemnification with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheldwithheld or delayed) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION 11.6; PROVIDED FURTHER that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.all

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.3(c) or 3.4 7.9 notwithstanding: 76 82 (1) No Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies the applicable Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to any Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to any Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, the applicable Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination such Borrower shall (i) if Agent Agents and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent Agents (such approval not to be unreasonably withheld) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, the applicable Borrower shall have given written notice to Agent Agents of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(C) or 3.4 this Section 8 notwithstanding: (1a) the Borrower shall not be required to pay to the Agent or any Lender reimbursement or indemnification with regard to any costs or expenses described in this Section unless the Agent or such SectionsLender, unless such Lender as the case may be, notifies the Borrower of such costs or expenses within 90 120 days after the date paid or incurred; (2b) none of the Agent or the Lenders shall be permitted to pass through to the Borrower charges and costs under such Sections this Section on a discriminatory basis (i.e., which are not also passed through by the Agent or such Lender Lender, as the case may be, to other customers of the Agent or such Lender Lender, as the case may be, similarly situated where such customer is subject to documents providing for such pass through); and (3c) if any Lender elects to pass through to Borrower any material charge or cost under such Sections this Section 8 or elects to terminate the availability of LIBOR Borrowings Eurodollar Loans for any material period of timetime in excess of sixty (60) days, the Borrower may, within 60 sixty (60) days after the date of such event and so long as no Default or Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED thatTHAT, concurrently with such termination termination, the Borrower shall (i) if the Agent and each of the other Lenders shall consent, pay that such Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination termination, or (ii) have arranged for another financial institution approved by the Agent (such approval not to be unreasonably withheldwithheld or delayed) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION 11.6Section 10.10; PROVIDED FURTHER that, prior to substitution for any such Lender, the Borrower shall have given written notice to the Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 sixty (60) days after receipt of such notice, to increase their Revolving Loan Credit Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.03(c) or 3.4 7.11 notwithstanding: (1a) no Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies the applicable Borrower of such costs or expenses within 90 days after the date paid or incurred; (2b) none of the Lenders shall be permitted to pass through to either Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3c) if any Lender elects to pass through to either Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, the applicable Borrower may, within 60 days after the date of such event and so long as no Default or Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination such Borrower shall (i) if Agent Agents and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination (including all amounts that would be due to such Lender if such Lender's Loans were prepaid) or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) an Eligible Assignee as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION 11.6Section 13.06; PROVIDED FURTHER provided further that, prior to substitution for any Lender, the applicable Borrower shall have given written notice to Agent the Agents of such intention and the Lenders shall have the option, but no obligation, for a period of 60 10 days after receipt of such notice, to increase their Revolving Loan Commitments U.S. Commitment or Canadian Commitment, as the case may be, in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(C) Sections 2.2(d), 3.3, 4.1 or 3.4 7.9 notwithstanding: (1) no Borrower shall not be required to pay to any Lender reimbursement or indemnification with regard to any costs or expenses described in such Sections, unless such Lender notifies the applicable Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to any Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to any Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, the applicable Borrower may, within 60 days after the date of such event and so long as no Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination such Borrower shall (i) if Agent Agents and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent Agents (such approval not to be unreasonably withheldwithheld or delayed) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, the applicable Borrower shall have given written notice to Agent Agents of such intention and the Lenders shall have the option, but no obligation, for a period of 60 30 days after receipt of such notice, to increase their Revolving Loan U.S. Commitments, Canadian Commitments, Singapore Commitments or U.K. Commitments, as the case may be, in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(C) Sections 2.7(d), 3.3 or 3.4 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurredincurred but in no event more than 90 days after the repayment of the Loans and the termination of the Commitments; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections (other than Funding Losses) on a discriminatory basis (i.e., which are not also passed through by such Lender to all other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender (including, without limitation, Agent) becomes a Defaulting Lender or elects to pass through to Borrower any material charge or cost under such Sections (other than Funding Losses) or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuingevent, elect to terminate replace such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination replacement Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent Agent, each Issuer and Swing Lender (such approval not to be unreasonably withheld) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 2.2(d), 3.3(c) or 3.4 7.9 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement or indemnification with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheldwithheld or delayed) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.03(c) or 3.4 7.08 notwithstanding: (1a) no Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies the applicable Borrower of such costs or expenses within 90 days after the date paid or incurred; (2b) none of the Lenders shall be permitted to pass through to either Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3c) if any Lender elects to pass through to either Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, the applicable Borrower may, within 60 days after the date of such event and so long as no Default or Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination such Borrower shall (i) if Agent Agents and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination (including all amounts that would be due to such Lender if such Lender's Loans were prepaid) or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) an Eligible Assignee as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION 11.6Section 12.06; PROVIDED FURTHER provided further that, prior to substitution for any Lender, the applicable Borrower shall have given written notice to Agent the Agents of such intention and the Lenders shall have the option, but no obligation, for a period of 60 10 days after receipt of such notice, to increase their Revolving Loan Commitments U.S. Commitment or Canadian Commitment, as the case may be, in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.3(c) or 3.4 7.10 notwithstanding:: --------------- ---- (1) Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower -------- shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER ------------ provided further that, prior to substitution for any Lender, Borrower shall ---------------- have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(C) Sections 3.3 or 3.4 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurredincurred but in no event more than 90 days after the repayment of the Loans and the termination of the Commitments; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections (other than Funding Losses) on a discriminatory basis (i.e., which are not also passed through by such Lender to all other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender (including, without limitation, the Agent) elects to pass through to Borrower any material charge or cost under such Sections (other than Funding Losses) or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(C) Sections 2.7(d), 3.3 or 3.4 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurredincurred but in no event more than 90 days after the repayment of the Loans and the termination of the Commitments; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections (other than Funding Losses) on a discriminatory basis (i.e., which are not also passed through by such Lender to all other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender (including, without limitation, the Agent) elects to pass through to Borrower any material charge or cost under such Sections (other than Funding Losses) or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.3(c) or 3.4 7.9 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement or indemnification with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; ; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and and (3) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheldwithheld or delayed) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.3(c) or 3.4 7.9 notwithstanding: (1) Borrower shall not be required to pay to any Lender reimbursement or indemnification with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheldwithheld or delayed) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution. Notwithstanding anything herein to the contrary, in no event shall any Lender be terminated as provided above without receiving all principal, interest, fees and other amounts owed to such Lender through the date of termination.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.03(c) or 3.4 7.07 notwithstanding: (1a) no Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies the applicable Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3b) if any Lender elects to pass through to any Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Eurocurrency Borrowings for any material period of time, Borrower the Borrowers may, within 60 days after the date of such event and so long as no Default or Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower the Borrowers shall (i) if the Administrative Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender by all Borrowers through such date of termination (including all amounts that would be due to such Lender if such Lender's Loans were prepaid) or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) an Eligible Assignee as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION 11.6Section 12.06; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower the Borrowers shall have given written notice to the Administrative Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 10 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 3.3(c) or 3.4 7.10 notwithstanding: (1a) Borrower shall not be required to pay to any Lender reimbursement with regard to any costs or expenses described in such Sections, unless such Lender notifies Borrower of such costs or expenses within 90 days after the date paid or incurred; (2b) none of the Lenders shall be permitted to pass through to Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3c) if any Lender elects to pass through to Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination Borrower shall (i) if Agent and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent (such approval not to be unreasonably withheld) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, Borrower shall have given written notice to Agent of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan Commitments in order to replace the affected Lender in lieu of such substitution.

Limitation on Charges; Substitute Lenders; Non-Discrimination. Anything in SECTIONS 3.3(CSections 2.2(d), 3.3(c) or 3.4 7.9 notwithstanding: (1) No Borrower shall not be required to pay to any Lender reimbursement or indemnification with regard to any costs or expenses described in such Sections, unless such Lender notifies the applicable Borrower of such costs or expenses within 90 days after the date paid or incurred; (2) none of the Lenders shall be permitted to pass through to any Borrower charges and costs under such Sections on a discriminatory basis (i.e., which are not also 95 passed through by such Lender to other customers of such Lender similarly situated where such customer is subject to documents providing for such pass through); and (3) if any Lender elects to pass through to any Borrower any material charge or cost under such Sections or elects to terminate the availability of LIBOR Borrowings for any material period of time, the applicable Borrower may, within 60 days after the date of such event and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination such Borrower shall (i) if Agent Agents and each of the other Lenders shall consent, pay that Lender all principal, interest and fees and other amounts owed to such Lender through such date of termination or (ii) have arranged for another financial institution approved by Agent Agents (such approval not to be unreasonably withheldwithheld or delayed) as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in SECTION Section 11.6; PROVIDED FURTHER provided further that, prior to substitution for any Lender, the applicable Borrower shall have given written notice to Agent Agents of such intention and the Lenders shall have the option, but no obligation, for a period of 60 days after receipt of such notice, to increase their Revolving Loan U.S. Commitments or Canadian Commitments, as the case may be, in order to replace the affected Lender in lieu of such substitution.