Common use of Additional Costs, Etc Clause in Contracts

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable lawApplicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes impose on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or Issuing Lender or the interest on any Loans or London interbank market any other amounts payable to any Lender under condition, cost or expense (other than Taxes) affecting this Agreement or the other Loan DocumentsLoans made by such Lender or any Letter of Credit or participation therein, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s 's Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment 's Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject shall impose on any Lender or the Agent to Bank any tax, levy, impost, duty, charge, feecharge fees, deduction or withholding withholdings of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s Bank's Commitment, a Letter the Letters of Credit or any class of loans or commitments or letters of credit of which any of the Loans Loans, the Commitments or such Lender’s Commitment the Letters of Credit forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, such Bank's Commitment, or the Letters of Credit or such Lender’s Commitment, Credit; or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent such Bank hereunder on account of such Lender’s Commitment Bank's Commitment, the Loans, or any of the Loans or drawings under the Letters of Credit, or (iii) to require any Lender or the Agent such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent Bank from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent Bank at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Bank such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent Bank for such additional cost, reduction, payment or foregone interest or other sum. Each Lender sum (after such Bank shall have allocated the same fairly and the Agent in determining such amounts may use equitably among all customers of any reasonable averaging and attribution methods class generally applied by such Lender or the Agentaffected thereby).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable lawApplicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, law or any amendment or modification of present applicable law which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Bank's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Bank or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Lender Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any LenderBank beyond those in effect as of the date hereof, or (d) impose on any Lender Bank or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Bank's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Bank's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender such Bank or the Agent hereunder on account of such Lender’s Bank's Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods methods, generally applied by such Lender Bank or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Eurodollar Rate Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arisearise and upon presentation by such Lender or the Administrative Agent of a certificate pursuant to §6.9, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent on an after-tax basis for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to Except for any matters addressed by §19, and except as otherwise reflected in the contraryinterest rate applicable under this Agreement, if any present or future applicable law, Change in Law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent Issuing Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) or if any applicable Law adopted after the date hereof shall: (a) subject any Lender such Bank or the Agent Issuing Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such LenderBank’s Commitment, a Letter the Loans, any Letters of Credit or the Loans Bankers’ Acceptances (other than taxes based upon or measured by the gross receiptsincome, income capital or profits of such Lender Bank or the Agent Issuing Bank imposed by the jurisdiction of its incorporation or organization, or the location of its franchise taxlending office or any political subdivision thereof), ; or (b) materially change the basis of taxation (except for changes in taxes on gross receiptsincome, income capital or profits of such Bank or the Issuing Bank imposed by the jurisdiction of its franchise taxincorporation or organization, or the location of its lending office or any political subdivision thereof) of payments to any Lender such Bank or the Issuing Bank of the principal or of or the interest on any Loans or Letters of Credit or the Bankers’ Acceptances or any other amounts payable to any Lender such Bank or the Issuing Bank under this Agreement or the other Loan Documents, ; or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or reimbursement obligations owed to, or commitments of of, an office of any LenderBank or the Issuing Bank with respect to this Agreement, the other Loan Documents, such Bank’s Commitment, the Loans, the Letters of Credit or the Bankers’ Acceptances; or (d) impose on any Lender such Bank or the Agent Issuing Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, the Bankers’ Acceptances, any Letters of Credit, such LenderBank’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans Loans, such Letters of Credit or such LenderBank’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender such Bank or the Issuing Bank of making, funding, issuing, renewing, extending or maintaining the Loans or such Bank’s Commitment or any of the Loans, the Letters Letter of Credit or such Lender’s Commitment, oraccepting and purchasing Bankers’ Acceptances; (ii) to reduce the amount of principal, interest interest, reimbursement obligations or other amount payable to any Lender such Bank or the Agent Issuing Bank hereunder on account of such LenderBank’s Commitment or any of the Loans or the Letters Bankers’ Acceptances or any Letter of Credit, ; or (iii) to require any Lender such Bank or the Agent Issuing Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent Issuing Bank from the Borrower Borrowers hereunder, then, and in each such case, the applicable Borrower will, within fifteen (15) days of upon demand made by such Lender Bank or (as the case may be) the Agent Issuing Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Lender or the Agent such reasonable additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent Issuing Bank for such additional costcosts, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender A Borrower shall only be obligated to pay a Bank or the AgentIssuing Bank such additional amounts to the extent such Bank or the Issuing Bank has allocated such additional costs, reduction, payment or foregone interest or other sum among its like situated customers in good faith and on an equitable and nondiscriminatory basis.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Administrative Agent or its franchise taxwithholdings in connection with such taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Revolving Credit Loans, Swing Line Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reservereserve (other than reserves included within the definition of Eurocurrency Reserve Rate), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Swing Line Loans, the Revolving Credit Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans, the Letters of Credit Swing Line Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit, any of the Swing Line Loans or any of the Loans or the Letters of CreditRevolving Credit Loans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Lenders or the Agent with respect to similar loans), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans the Term Loan or any other amounts payable to the Agent or any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by the Agent or such Lender or (as the case may be) such demand to be made promptly by the Agent or such Lender upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by , provided that such Lender or the AgentAgent is generally imposing similar charges on its other similarly situated borrowers. The Agent shall provide the Borrower with a calculation, in reasonable detail, of such amounts in accordance with its customary practices.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Lenders or the Agent with respect to similar loans), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by the Agent or such Lender or (as the case may be) such demand to be made promptly by the Agent or such Lender upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by , provided that such Lender or the AgentAgent is generally imposing similar charges on its other similarly situated borrowers. The Agent shall provide the Borrower with a calculation, in reasonable detail, of such amounts in accordance with its customary practices.

Additional Costs, Etc. Notwithstanding anything herein to If any introduction of, or change in or in the contrary, if interpretation of any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)), shall: (a) subject any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Reimbursement and Pledge Agreement, the other Loan Documents, or such Lender’s Commitment, a Letter of Credit or the Loans Commitment (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent or its franchise taxand taxes covered by § 3.2), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent of the principal fees or interest in respect of or the interest on any Loans Letters of Credit or any other amounts payable to any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent under this Reimbursement and Pledge Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Reimbursement and Pledge Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, the Fronting Bank, the LC Administrator or the Administrative Agent, or (d) impose on any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent any other conditions or requirements with respect to this Reimbursement and Pledge Agreement, the other Loan Documents, the Loansany Letters of Credit, such Lender’s Commitment, a Letter of Credit or any class loans, letters of loans credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principalinterest, interest Reimbursement Obligation or other amount payable to any Lender such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters Letter of Credit, or (iii) to require any Lender such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent to make any payment or to forego any interest or principal or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Lender, the LC Administrator or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and , provided, that the Agent in determining such Borrower shall not be obligated to pay any additional amounts may use which were incurred by any reasonable averaging and attribution methods generally applied by such Lender of the Lenders, the Fronting Bank, the LC Administrator or the Administrative Agent more than forty-five (45) days prior to the date on which such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent, as the case may be, had knowledge of such additional amounts. The Lender, the Fronting Bank, the LC Administrator or the Administrative Agent shall present a certificate setting forth a reasonable calculation of the amount of such increased costs as per §3.5 hereof.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Bank's Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Bank or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Lender Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office any Bank beyond those in effect as of any Lenderthe date hereof, or (d) impose on any Lender Bank or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Bank's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Bank's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Loans or Letters of Credit or such Lender’s Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender such Bank or the Agent hereunder on account of such Lender’s Bank's Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods methods, generally applied by such Lender Bank or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Bank's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Bank or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Lender Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any LenderBank, or (d) impose on any Lender Bank or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Bank's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Bank's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender such Bank or the Agent hereunder on account of such Lender’s Bank's Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, will within fifteen (15) days of after demand made by such Lender Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods methods, generally applied by such Lender Bank or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall: (a) subject any Lender or the Agent such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Bank's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Bank imposed by the jurisdiction of its incorporation or organization, or the Agent or location of its franchise taxlending office), ; or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its franchise taxlending office) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to any Lender such Bank under this Agreement or the other Loan Documents, ; or (c) except as provided in Section 5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the Competitive Bid Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any LenderBank with respect to this Agreement, the other Loan Documents, such Bank's Commitment or the Loans; or (d) impose on any Lender or the Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit Bank's Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Bank's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Loans or such Bank's Commitment or issuing or participating in Letters of Credit or such Lender’s Commitment, orCredit; (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent such Bank hereunder on account of such Lender’s Commitment or any of Bank's Commitment, the Loans or the Letters of Credit, Reimbursement Obligations; or (iii) to require any Lender or the Agent such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent Bank from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Lender or the Agent such reasonable additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent Bank for such additional costcosts, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable lawa change in Applicable Law shall occur after the date hereof, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), which change affects similarly situated banks or financial institutions generally and is not applicable to a Lender or Agent primarily by reason of such Lender’s or Agent’s particular conduct or condition, and such change in Applicable Law shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes impose on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or Issuing Lender or the interest on any Loans or London interbank market any other amounts payable to any Lender under condition, cost or expense (other than Taxes) affecting this Agreement or the other Loan DocumentsLoans made by such Lender or any Letter of Credit or participation therein, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender Lender, of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of written demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall: (a) subject any Lender impose, modify or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render deem applicable any reserve, special deposit, reservecompulsory loan, assessment, liquidity, capital adequacy insurance charge or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) requirement against assets held byof, or deposits in with or for the account of, or loans credit extended or participated in by, any Lender (except any reserve requirement reflected in determining LIBOR); (b) subject Agent or commitments any Lender to any Tax (other than Taxes addressed by §4.4(b)) on its loans, loan principal, letters of an office of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (c) impose on any LenderLender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or participation therein; or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower willBorrowers will (and as to clauses (a) and (b) above, subject to the provisions of §4.4), within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall reasonably determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender For the avoidance of doubt, the provisions of this §4.9 shall not apply with respect to Taxes, which shall be governed by §4.4(b) and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent§4.4(c).

Additional Costs, Etc. Notwithstanding anything herein to If any change from and after the contrary, if date hereof in any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Commitment, a Letter of Credit or any class of loans Loans or commitments of which any of the Loans or such Lender’s the Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment the Commitments or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Agent, to the extent permitted by law, such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Bank's Commitment or the Loans or deposits obtained to fund Loans or Letters of Credit (other than taxes based upon or measured by the gross receipts, net profit or income or profits of such Lender Bank or the Agent or its franchise taxAgent), ; or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any the Loans or any other amounts payable to any Lender Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy adequacy, or reserve or other similar requirements requirement (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, Bank; or (d) impose on any Lender Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Letters of Credit, the Loans, such Lender’s Bank's Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans Loans, the Letters of Credit, or such Lender’s Bank's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentBank's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any Lender such Bank or the Agent hereunder on account of such Lender’s Commitment Bank's Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon written demand made by such Lender Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Bank or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender the Bank or the Agent for such additional cost, reduction, payment or foregone interest interest, Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if after the date hereof any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, directives and instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower Borrowers hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the LoansLoans (whether denominated in Dollars or an Alternative Currency), such Lender’s Commitment (or, if applicable, such Lender’s Fronting Commitment), a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the LoansLoans (whether denominated in Dollars or an Alternative Currency), the Letters of Credit or such Lender’s Commitment (or, if applicable, such Lender’s Fronting Commitment), or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment (or, if applicable, such Lender’s Fronting Commitment) or any of the Loans (whether denominated in Dollars or an Alternative Currency) or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower willBorrowers will (and as to clauses (a) and (b) above, subject to the provisions of Section §4.4), within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender For the avoidance of doubt, the provisions of this §4.9 shall not apply with respect to Taxes, which shall be governed by §4.4(b) and §4.4(c). Without limiting the generality of the foregoing provisions of this Section §4.9, any change applicable to the banking industry as a whole and lenders generally, and not solely to Agent or a Lender, based on: (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in determining such amounts may use connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any reasonable averaging and attribution methods generally applied by such Lender successor or similar authority) or the AgentUnited States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have occurred ‘after the date hereof’ or ‘after the date of this Agreement’ for purposes of this Section §4.9.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable lawChange in Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Administrative Agent or its franchise taxwithholdings in connection with such taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Revolving Credit Loans, Swing Line Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reservereserve (other than reserves included within the definition of Eurocurrency Reserve Rate), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Swing Line Loans, the Revolving Credit Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans, the Letters of Credit Swing Line Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit, any of the Swing Line Loans or any of the Loans or the Letters of CreditRevolving Credit Loans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, subject to §5.8, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Commitment, a Letter of Credit or any class of loans Loans or commitments of which any of the Loans or such Lender’s the Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment the Commitments or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Agent, to the extent permitted by law, such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein Subject to the contrarySections 4.11 and 4.12 hereof, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s 's Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment 's Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, ; and in each such casecase arising or occurring in the immediately preceding 365 days from such demand, the Borrower will, within fifteen thirty (1530) days of after demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by , PROVIDED that such Lender or the Agentis generally imposing similar charges on its other similarly situated borrowers.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction Taxes or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents[Reserved], or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit Credit, or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent, in such case (a) through (d), so long as such amounts have accrued on or before the day that is two hundred and seventy (270) days prior to the date on which such Agent first made demand therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the two hundred seventy (270) day period referred to above shall be extended to include the period of retroactive effect thereof).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official Governmental Authority charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority Governmental Authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions conditions, cost, expense or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending extending, continuing, converting or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent. The Borrower’s obligations under this §4.9 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and the Hedge Obligations. Notwithstanding the foregoing, the Borrower shall not be required to compensate any Lender pursuant to this §4.9 for any increased costs or reductions incurred more than 180 days prior to the date of such Lender’s demand. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, rule, regulation or guidelines or the interpretation thereof for the purposes of this Section regardless of the date enacted, adopted or issued.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)law)(including, without limitation, regardless of the date enacted, adopted or issued: (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III) shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitments or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s CommitmentCommitments, a Letter of Credit or any class of loans loans, or commitments of which any of the Loans or such Lender’s Commitment forms Commitments form a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentCommitments, or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitments or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by , provided that such Lender or the Agentis generally imposing similar charges on its other similarly situated borrowers.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall: (a) subject any Lender or the Agent such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Bank's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Bank imposed by the jurisdiction of its incorporation or organization, or the Agent or location of its franchise taxlending office), ; or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its franchise taxlending office) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to any Lender such Bank under this Agreement or the other Loan Documents, ; or (c) except as provided in Section 5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any LenderBank with respect to this Agreement, the other Loan Documents, such Bank's Commitment or the Loans; or (d) impose on any Lender or the Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit Bank's Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Bank's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Loans or such Bank's Commitment or issuing or participating in Letters of Credit or such Lender’s Commitment, orCredit; (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent such Bank hereunder on account of such Lender’s Commitment or any of Bank's Commitment, the Loans or the Letters of Credit, Reimbursement Obligations; or (iii) to require any Lender or the Agent such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent Bank from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Lender or the Agent such reasonable additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent Bank for such additional costcosts, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any the Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: shall impose on the Lender any tax (a) subject other than taxes imposed by any Lender jurisdiction in which the Lender's head office is located and based upon or measured by the Agent to any taxincome or profits of the Lender), levy, impost, duty, charge, feecharge fees, deduction or withholding withholdings of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Total Commitment, a Letter the Letters of Credit or any class of loans or commitments or letters of credit of which any of the Loans Loans, the Total Commitment or such Lender’s Commitment the Letters of Credit forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any the Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Total Commitment, or the Letters of Credit or such Lender’s Commitment, Credit; or (ii) to reduce the amount of principal, interest or other amount payable to any the Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or Total Commitment, the Loans, drawings under the Letters of Credit, or (iii) to require any the Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such the Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such the Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such the Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such the Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each sum (after the Lender shall have allocated the same fairly and the Agent in determining such amounts may use equitably among all customers of any reasonable averaging and attribution methods class generally applied by such Lender or the Agentaffected thereby).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Bank's Commitment (including the Swing Loan Commitment, a Letter of Credit ) or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Bank or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Lender Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of any LenderBank, or (d) impose on any Lender Bank or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Bank's Commitment (including the Swing Loan Commitment), a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Bank's Commitment (including the Swing Loan Commitment) forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Bank's Commitment (including the Swing Loan Commitment), or (ii) to reduce the amount of principal, interest or other amount payable to any Lender such Bank or the Agent hereunder on account of such Lender’s Bank's Commitment (including the Swing Loan Commitment) or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods methods, generally applied by such Lender Bank or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature Taxes with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents[Reserved], or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent, in such case (a) through (d), so long as such amounts have accrued on or before the day that is two hundred and seventy (270) days prior to the date on which such Agent first made demand therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the two hundred seventy (270) day period referred to above shall be extended to include the period of retroactive effect thereof).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Total Commitment, a Letter of Credit or any class of loans Loans or commitments of which any of the Loans or such Lender’s the Total Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s 's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment the Commitments or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Agent, to the extent permitted by law, such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxLender), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any the Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any the Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the LoansLoan, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment Loan forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each , provided such Lender furnishes the Lead Borrower and the Administrative Agent in determining with a copy of such amounts may use any reasonable averaging request together with an explanation therefor and attribution methods generally applied by such Lender or the Agentmakes such request consistent with its practices relative to similar borrowers.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)law)(including, without limitation, regardless of the date enacted, adopted or issued: (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III) shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit 's Commitments or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment's Commitments, a Letter of Credit or any class of loans loans, or commitments of which any of the Loans or such Lender’s Commitment forms 's Commitments form a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment's Commitments, or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment 's Commitments or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by , provided that such Lender or the Agentis generally imposing similar charges on its other similarly situated borrowers.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent accompanied by reasonable evidence of the occurrence of the applicable event described in clauses (i), (ii) or (iii) above at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein Subject to the contrary§§4.10 and 4.11 hereof, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, ; and in each such casecase arising or occurring in the immediately preceding 365 days from such demand, the Borrower will, within fifteen thirty (1530) days of after demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender’s internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by , provided that such Lender or the Agentis generally imposing similar charges on its other similarly situated borrowers.

Additional Costs, Etc. Notwithstanding anything herein If any change after the Effective Date to the contrary, any present applicable law or if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender Lender, of making, funding, issuing, renewing, extending funding or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such casecase and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Base Rate or the Eurocurrency Rate, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining sum (without duplication for recovery of such amounts may use under any reasonable averaging and attribution methods generally applied other provision hereof), provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of such demand for payment from such Lender or (as the Agentcase may be) the Administrative Agent unless such costs were incurred prior to such 60-day period solely as a result of such present or future applicable law being retroactive to a date which occurred prior to such 60-day period.

Additional Costs, Etc. Notwithstanding anything herein to the contraryIf any future, if or change in any present or future present, applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes based on gross receipts, or measured by net income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Lender Lender, the Administrative Agent or the Collateral Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender Lender, the Administrative Agent or the Collateral Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Revolving Credit Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditRevolving Credit Loans, or (iii) to require any Lender such Lender, Administrative Agent or the Collateral Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Lender, Administrative Agent or the Collateral Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent or the Collateral Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Lender, Administrative Agent or the Collateral Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender Lender, Administrative Agent or the Collateral Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent The provisions of this § 6.7 shall survive payment or satisfaction in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.full of all other Obligations

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable lawChange in Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Term Loans or any other amounts payable to any Lender or the Administrative Agent under this Loan Agreement or any of the other Loan Documents, or (cb) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Loan Agreement) any special deposit, reservereserve (other than reserves included within the definition of Eurocurrency Reserve Rate), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (dc) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Loan Agreement, the other Loan Documents, the Term Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Term Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Term Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditTerm Loan, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunderthen, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable extent that such cost or deemed received expense related to the items mentioned under §5.6 above is imposed by such Lender on all loans of similar terms and conditions as this Loan Agreement and is not otherwise reflected in the Base Rate or the Agent from the Borrower hereunderEurodollar Rate (as then applicable), thensuch Lender shall confirm in writing that such cost or expense is applied to all loans of similar terms and conditions as this Loan Agreement, and in each such case, the Borrower willshall promptly pay, within fifteen (15) days of upon written notice from and demand made by such Lender or (with a copy of such notice and demand to the Administrative Agent) or, as the case may be) , by the Administrative Agent, on the Borrower, to the Administrative Agent at any time and from time to time and as often for the account of such Lender or, as the occasion therefor case may arisebe, pay to for the account of the Administrative Agent, within five (5) Business Days after the date of such Lender or the Agent notice and demand, such additional amount or amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or or, as the case may be, the Administrative Agent for such additional cost, reduction, payment costs incurred or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agentreduction suffered.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement, including without limitation, to the extent considered in the calculation of the LIBOR Rate) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (db) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the LIBOR Rate Loans, such Lender’s CommitmentCommitment to make LIBOR Rate Loans, a Letter of Credit or any class of loans or commitments of which any of the LIBOR Rate Loans or such Lender’s Commitment to make LIBOR Rate Loans forms a part; , and the result of any of the foregoing is: (ic) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit LIBOR Rate Loans or such Lender’s CommitmentCommitment to make LIBOR Rate Loans, or (iid) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment to make LIBOR Rate Loans, or any of the Loans or the Letters of CreditLIBOR Rate Loans, or (iiie) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunderhereunder in respect of any LIBOR Rate Loans, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunderhereunder in respect thereof, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement, including without limitation, to the extent considered in the calculation of the LIBOR Rate) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (db) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the LIBOR Rate Loans, such Lender’s CommitmentCommitment to make LIBOR Rate Loans, a Letter of Credit or any class of loans or commitments of which any of the LIBOR Rate Loans or such Lender’s Commitment to make LIBOR Rate Loans forms a part; , and the result of any of the foregoing is: (ic) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit LIBOR Rate Loans or such Lender’s CommitmentCommitment to make LIBOR Rate Loans, or (iid) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment to make LIBOR Rate Loans, or any of the Loans or the Letters of CreditLIBOR Rate Loans, or (iiie) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunderhereunder in respect of any LIBOR Rate Loans, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunderhereunder in respect thereof, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sumsum (other than taxes which shall be treated exclusively pursuant to Section 5.2.2). Each The failure or delay on the part of any Lender and to demand compensation for any increased costs shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Agent in determining Borrower shall not be under any obligation to compensate any Lender under this Section 5.6 for any increased costs with respect to any period prior to the date that is 120 days prior to such amounts may use any reasonable averaging and attribution methods generally applied by request if such Lender or knew of the Agentcircumstances giving rise to such increased costs and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable lawApplicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), which affects similarly situated banks or financial institutions generally and is not applicable to a Lender or Agent primarily by reason of such Lender’s or Agent’s particular conduct or condition, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender, by an amount that such Lender deems to be material, of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of written demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reservereserve (other than the Reserve Percentage), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein If any change after the Closing Date to the contrary, any present applicable law or if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Bank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Bank or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Lender Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or (d) impose on any Lender Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Revolving Credit Loans, such Lender’s Bank's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Revolving Credit Loans or such Lender’s Bank's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Revolving Credit Loans or such Lender’s Bank's Commitment, or (ii) to reduce the amount of principal, interest interest, or other amount payable to any Lender such Bank or the Agent hereunder on account of such Lender’s Commitment Bank's Commitment, or any of the Loans or the Letters of CreditRevolving Credit Loans, or (iii) to require any Lender such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent from the Borrower hereunder, then, and in each such casecase and to the extent that the amount such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Base Rate or the Eurodollar Rate, the Borrower will, within fifteen (15) days of upon demand made by such Lender Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Bank or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and sum (without duplication for recovery of such amounts under any other provision hereof), PROVIDED that the Borrower shall not be liable to any Bank or the Agent in determining for costs incurred more than sixty (60) days prior to receipt by the Borrower of such amounts demand for payment from such Bank or (as the case may use any reasonable averaging and attribution methods generally applied by be) the Agent unless such Lender costs were incurred prior to such 60-day period solely as a result of such present or the Agentfuture applicable law being retroactive to a date which occurred prior to such 60-day period.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such LenderBank’s Commitment, a Letter the Loans or the Letters of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits or gross receipts of such Lender Bank or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Lender Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any LenderBank, or (d) impose on any Lender Bank or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, the Letters of Credit, such LenderBank’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such LenderBank’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such LenderBank’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender such Bank or the Agent hereunder on account of such LenderBank’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, will within fifteen (15) days of after demand made by such Lender Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods methods, generally applied by such Lender Bank or the Agent.

Additional Costs, Etc. Notwithstanding anything herein If any change after the Closing Date to the contrary, any present applicable law or if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment, a Letter the Loans or the Letters of Credit or the Loans any risk participation with respect to such Letters of Credit (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by (or any risk participation with respect to such letters of credit), or commitments of an office of any Lender, or, (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, the Letters of Credit or any risk participation with respect to such Letters of Credit, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , or (e) result in the Mandatory Cost, as calculated hereunder, not representing the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans denominated in an Alternative Currency, and the result of any of the foregoing is: (i) to increase the cost to any Lender Lender, of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, or any of the Loans or the Letters of Credit, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such casecase and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Base Rate or the Eurocurrency Rate, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining sum (without duplication for recovery of such amounts may use under any reasonable averaging and attribution methods generally applied other provision hereof), provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of such demand for payment from such Lender or (as the Agentcase may be) the Administrative Agent unless such costs were incurred prior to such 60-day period solely as a result of such present or future applicable law being retroactive to a date which occurred prior to such 60-day period.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s 's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s 's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s 's Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any the Lender or the Agent by any central bank or other fiscal, monetary or other regulatory authority (whether or not having the force of law), shall: (a) subject any the Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Loan Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans Note (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxLender), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any the Lender of the principal of or the interest on any Loans the Loan or any other amounts payable to any the Lender under this Loan Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Loan Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any the Lender, or (d) impose on any the Lender or the Agent any other conditions or requirements with respect to this Loan Agreement, the other Loan Documents, or the LoansNote, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any the Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s CommitmentLoan, or (ii) to reduce the amount of principal, interest interest, or other amount payable to any the Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoan, or (iii) to require any the Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such the Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such the Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such the Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such the Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction Taxes or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents[Reserved], or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent, in such case (a) through (d), so long as such amounts have accrued on or before the day that is two hundred and seventy (270) days prior to the date on which such Agent first made demand therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the two hundred seventy (270) day period referred to above shall be extended to include the period of retroactive effect thereof).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Commitment, a Letter of Credit or any class of loans Loans or commitments of which any of the Loans or such Lender’s the Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s 's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment the Commitments or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Agent, to the extent permitted by law, such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any future applicable law or any change in any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) : subject any Lender Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Credit Instrument, such Lender’s 's Commitment, a Letter of Loans or Credit or the Loans Instrument Participations (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Lender, the Administrative Agent, the Acceptance Bank or the Agent or its franchise taxIssuing Bank), or (b) or materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or Credit Instrument Participation or any other amounts payable to any Lender Lender, the Agents, the Acceptance Bank or the Issuing Bank under this Credit Agreement or any of the other Loan Documents, or (c) or impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) the Acceptance Bank or the Issuing Bank, or impose on any Lender Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Credit Instrument, the Loans, such Lender’s Commitment's Commitment or Credit Instrument Participations, a Letter of Credit or any class of loans loans, letters of credit, bankers' acceptances or commitments of which any of the Loans or such Lender’s 's Commitment or Credit Instrument Participation forms a part; , and the result of any of the foregoing is: (i) to increase the cost to the Acceptance Bank or the Issuing Bank or any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s 's Commitment, any Credit Instrument or any Credit Instrument Participation, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any Lender such Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank hereunder on account of such Lender’s Commitment or 's Commitment, any Credit Instrument, any of the Loans or the Letters of Creditany Credit Instrument Participation, or (iii) to require any Lender such Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender Lender, the Agents, the Acceptance Bank or the Issuing Bank (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender Lender, the Agent, the Acceptance Bank or the Agent Issuing Bank for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable lawChange in Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Loan Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Term Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Administrative Agent or its franchise taxwithholdings in connection with such taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Term Loans or any other amounts payable to any Lender or the Administrative Agent under this Loan Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Loan Agreement) any special deposit, reservereserve (other than reserves included within the definition of Eurocurrency Reserve Rate), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Loan Agreement, the other Loan Documents, the Term Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Term Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Term Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditTerm Loans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunderthen, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable extent that such cost or deemed received expense related to the items mentioned under Section 5.6 above is imposed by such Lender on all loans of similar terms and conditions as this Loan Agreement and is not otherwise reflected in the Base Rate or the Agent from the Borrower hereunderEurodollar Rate (as then applicable), thensuch Lender shall confirm in writing that such cost or expense is applied to all loans of similar terms and conditions as this Loan Agreement, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable change in law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender, the Administrative Agent or any Issuing Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)authority, shall: (a) subject any Lender, the Administrative Agent or any Issuing Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or Lender, the Administrative Agent or its franchise taxsuch Issuing Lender), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender, the Administrative Agent or any Issuing Lender under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender or any Issuing Lender, or (d) impose on any Lender, the Administrative Agent or any Issuing Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s 's Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender or any Issuing Lender of making, funding, issuing, renewing, extending extending, amending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender, the Administrative Agent or such Issuing Lender or the Agent hereunder on account of such Lender’s Commitment 's Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender, the Administrative Agent or such Issuing Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender, the Administrative Agent or such Issuing Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender Lender, the Administrative Agent or (as the case may be) the Agent Issuing Lender at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender, the Administrative Agent or such Issuing Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender, the Administrative Agent or such Issuing Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon Indemnified Taxes or measured Other Taxes covered by the gross receipts, income or profits of such Lender or the Agent or its franchise tax§4.1), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income other than with respect to (i) Excluded Taxes and (ii) Indemnified Taxes or profits or its franchise taxOther Taxes covered by §4.1) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (iA) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (iiB) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iiiC) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of promptly upon demand made by the Agent or such Lender or (as the case may be) such demand to be made promptly by the Agent or such Lender upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by , provided that such Lender or the AgentAgent is generally imposing similar charges on its other similarly situated borrowers. The Agent shall provide the Borrower with a calculation, in reasonable detail, of such amounts in accordance with its customary practices.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Bank's Commitment or the Loans Loan (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Bank or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any Loans Advances or any other amounts payable to any Lender Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any LenderBank, or (d) impose on any Lender Bank or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the LoansAdvances, such Lender’s Bank's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Bank's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Advances or such Lender’s Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender such Bank or the Agent hereunder on account of such Lender’s Bank's Commitment or any of the Loans or the Letters of CreditAdvances, or (iii) to require any Lender such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods methods, generally applied by such Lender Bank or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower Borrowers hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a any Letter of Credit Credit, or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall reasonably determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable lawApplicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon whether in Dollars or measured by an Alternative Currency)(except for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes impose on gross receipts, income or profits or its franchise tax) of payments to any Lender of or Issuing Lender, the principal of London interbank market or the interest on any Loans or relevant local market for obtaining quotations for Canadian CDOR Rate any other amounts payable to any Lender under condition, cost or expense (other than Taxes) affecting this Agreement or the other Loan DocumentsLoans (whether in Dollars or an Alternative Currency) made by such Lender or any Letter of Credit or participation therein, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s 's Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s 's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s 's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s 's Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderLender(except (A) any reserve requirement reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below), or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans, or (e) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from either of the Borrower Borrowers hereunder, then, and in each such case, BGI will, and, solely in the Borrower case of amounts arising from the Xxxxxx Switzerland Loans, Xxxxxx Switzerland will, within fifteen (15) 30 days of demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a1) subject any Lender or the Agent Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Related Documents or the Loans Indebtedness (other than taxes based upon or measured by the gross receiptsrevenue, income or profits of such Lender or the Agent or its franchise taxBank), or (b2) materially change the basis of taxation (except for changes in taxes on gross receiptsrevenue, income or profits or its franchise taxprofits) of payments to any Lender the Bank of the principal of or the interest on any Loans or the Indebtedness of any other amounts payable to any Lender the Bank under this Agreement or the other Loan Related Documents, or (c3) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lenderthe Bank, or (d4) impose on any Lender or the Agent Bank any other conditions or requirements with respect to this Loan Agreement, the other Loan Related Documents, the LoansIndebtedness, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment Indebtedness forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender the Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s CommitmentIndebtedness, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent Bank hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditIndebtedness, or (iii) to require any Lender or the Agent Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent Bank from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent Bank at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Bank such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent Bank for such additional cost, reduction, payment or foregone foregoing receipt of interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agentothers sum payable hereunder.

Additional Costs, Etc. Notwithstanding anything herein If, due to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but being one with which lenders generally are complying if not having the force of law), shallthere shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Rate Loans or IBOR Rate Loans which: (a) subject subjects any Lender or the Agent any LC Issuer to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes referred to in Section 5.2.2 or taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxLender), or (b) subjects any Lender or any LC Issuer to any Mandatory Cost Rate, or (c) materially change changes the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxtaxes referred to in Section 5.2.2) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Credit Agreement or any of the other Loan Documents, or (cd) impose imposes or increase increases or render renders applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (de) impose imposes on any Lender or the Agent LC Issuer any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Agent such LC Issuer hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent such LC Issuer to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent such LC Issuer from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of ten Business Days after the Borrowing Administrators receive a written demand made by from such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and ; provided, that no such amount shall be payable with respect to any period commencing more than 90 days prior the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by date such Lender or first notifies the AgentBorrowing Administrators of its intention to demand compensation under this Section 5.6.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future future, or any change in any present or future, applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: : (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans advanced by such Lender (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Lender); or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any such Lender under this Agreement or the other Loan Documents, or ; or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of, or letters of credit issued by, an office of any Lender, or ; or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters any Letter of Credit or such Lender’s Commitment, ; or (ii) to reduce the amount of principal, interest or other amount amounts payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment or Commitment, any of the Loans or the Letters any Letter of Credit, ; or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.,

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s the Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s 's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment the Commitments or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Agent, to the extent permitted by law, such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction Taxes or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent any other Recipient hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditCredit or the Commitment, or (iii) to require any Lender or the Agent or any other Recipient to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower willwill (and as to clauses (a) and (b) above, subject to the provisions of Section §4.4), within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall reasonably determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to If any change from and after the contrary, if date hereof in any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Commitment, a Letter of Credit or any class of loans Loans or commitments of which any of the Loans or such Lender’s the Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s 's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment the Commitments or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Agent, to the extent permitted by law, such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if if, after the date hereof, any present or future applicable lawApplicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes impose on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or Issuing Lender or the interest on any Loans or London interbank market any other amounts payable to any Lender under condition, cost or expense (other than Taxes) affecting this Agreement or the other Loan DocumentsLoans made by such Lender on any Letter of Credit or participation therein, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, Borrower will (and as to clause (a) above, subject to the Borrower willprovisions of §4.4), within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent. Without limiting the generality of the foregoing provisions of this §4.9, any change applicable to the banking industry as a whole and lenders generally, and not solely to Agent or a Lender, based on: (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have occurred ‘after the date hereof’ or ‘after the date of this Agreement’ for purposes of this §4.9.

Additional Costs, Etc. Notwithstanding anything herein Subject to the contrary§§4.10 and 4.11 hereof, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, ; the Borrower will, within fifteen thirty (1530) days of after demand made by such Lender or (as the case may be) the Administrative Agent at any time and pay to such Lender such additional amounts as such Lender from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent arise shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each , provided that (a) the Borrower shall not be required to compensate a Lender and or Fronting Bank pursuant to this §4.5 for any increased costs incurred or reductions suffered more than twelve (12) months prior to the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by date that such Lender or Fronting Bank, as the Agentcase may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Fronting Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the twelve-month period referred to above shall be extended to include the period of retroactive effect thereof) and (b) such Lender is generally imposing similar charges on its other similarly situated borrowers. For purposes of this §4.5, the term “Lender” shall include the Fronting Bank.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks with respect to similar loans), shall: (a) subject any Lender or the Agent Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Bank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxBank), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to the Agent or any Lender Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any LenderBank, or (d) impose on any Lender or the Agent Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Revolving Credit Loans, such Lender’s Bank's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Revolving Credit Loans or such Lender’s Bank's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Revolving Credit Loans or such Lender’s Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent such Bank hereunder on account of such Lender’s Bank's Commitment or any of the Loans or the Letters of CreditRevolving Credit Loans, or (iii) to require any Lender or the Agent such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent Bank from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent Bank at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Bank such additional amounts as such Lender or the Agent Bank shall determine in good faith to be sufficient to compensate such Lender or the Agent Bank for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining , provided that such amounts may use any reasonable averaging and attribution methods Bank is generally applied by such Lender or the Agentimposing similar charges on its other similarly situated borrowers.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, ---------- ------ --- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to the any Lender or the any Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the any Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s the Total Commitment, a Letter of the Multicurrency Commitment, the Revolving Credit or Commitment, the Loans (other than taxes imposed by any jurisdiction in which any Lender's or any Agent's head office is located and based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxsuch Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal or of or the interest on any Loans or any other amounts payable to any Lender or any Agent under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Lender, Lender or any Agent or (d) impose on any Lender or the any Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Total Commitment, a Letter of the Multicurrency Commitment, the Revolving Credit Commitment, or any class of loans or commitments of which any of the Loans Loans, the Multicurrency Commitment, the Revolving Credit Commitment, or such Lender’s the Total Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender or any Agent of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Multicurrency Commitment, orthe Revolving Credit Commitment, or the Total Commitment; (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the any Agent hereunder on account of such Lender’s Commitment or any of the Loans Total Commitment, the Multicurrency Commitment, the Revolving Credit Commitment, or the Letters of Credit, orLoans; (iii) to require any Lender or the any Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such the any Lender or the any Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the such Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the such Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by sum (after such Lender or such Agent shall have allocated the Agentsame fairly and equitably among all customers of any class generally affected thereby). The provisions of this (S)5.14 shall survive repayment of the Obligations and termination of this Agreement.

Additional Costs, Etc. Notwithstanding anything herein to If, as a result of any change or adoption after the contrarydate hereof, if any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Total Commitment, a Letter of Credit or any class of loans Loans or commitments of which any of the Loans or such Lender’s the Total Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s 's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment the Commitments or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent Agent, to the extent permitted by law, such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any the Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a1) subject any the Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Credit Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxLender), ; or (b2) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any the Lender of the principal of or the interest on any Credit Loans or any other amounts payable to any the Lender under this Agreement or the other Loan Documents, ; or (c3) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any the Lender, ; or (d4) impose on any the Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Credit Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Credit Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i1) to increase the cost to any the Lender of making, funding, issuing, renewing, extending or maintaining any of the Credit Loans, the Letters of Credit or such Lender’s Commitment, ; or (ii2) to reduce the amount of principal, interest or other amount payable to any the Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, Credit Loans; or (iii3) to require any the Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such the Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen upon written demand (15to include a description of the applicable change in law and a calculation of the amount being assessed in reasonable detail) days of demand made by such the Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, but only for so long as the occasion continues, pay to such the Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such the Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to If the contrary, if adoption of any future applicable law or any change in any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the any Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the any Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this AgreementCredit Agreement (including, without limitation, taxes or other charges imposed as a result of such Lender’s non-resident status), the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxsuch Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or any Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, prudential assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining LIBOR Rate Loans; (e) impose on any Lender or the any Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any Lender such Lender, or the such Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the such Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the such Agent from any of the Borrower Borrowers hereunder, then, and in each such case, the Applicable Borrower will, within fifteen ten (1510) days Business Days after such Borrower’s receipt of demand a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6) made by such Lender or (as the case may be) the such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the such Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the such Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each ; provided that the Applicable Borrower shall not be required to compensate a Lender and pursuant to this §6.6 for any amounts incurred more than six months prior to the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by date that such Lender or notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the Agentcircumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

Additional Costs, Etc. Notwithstanding anything herein to If the contrary, if adoption of any future applicable law or any change in any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this AgreementCredit Agreement (including, without limitation, taxes or other charges imposed as a result of such Lender's non-resident status), the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, prudential assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s 's Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any Lender such Lender, or the Administrative Agent hereunder on account of such Lender’s Commitment 's Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from any of the Borrower Borrowers hereunder, then, and in each such case, the applicable Borrower will, within fifteen ten (1510) days US or Canadian (as applicable) Business Days after such Borrower's receipt of demand a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this Section 6.6) made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each ; provided that the applicable Borrower shall not be required to compensate a Lender and pursuant to this Section 6.6 for any amounts incurred more than six months prior to the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by date that such Lender or notifies such Borrower of such Lender's intention to claim compensation therefor; and provided further that, if the Agentcircumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to the any Lender or the any Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the any Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s the Total Commitment, a Letter the Multicurrency Commitment, the Revolving Credit Commitment, the Letters of Credit or Credit, the Loans (other than taxes imposed by any jurisdiction in which any Lender's or any Agent's head office is located and based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxsuch Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal or of or the interest on any Loans or any other amounts payable to any Lender or any Agent under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any LenderLender or any Agent, or (d) impose on any Lender or the any Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s the Letters of Credit, the Total Commitment, a Letter of the Multicurrency Commitment, the Revolving Credit Commitment, or any class of loans or commitments of which any of the Loans Loans, the Multicurrency Commitment, the Revolving Credit Commitment, or such Lender’s the Total Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender or any Agent of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit, the Letter of Credit or such Lender’s Participations, the Multicurrency Commitment, orthe Revolving Credit Commitment, or the Total Commitment; (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the any Agent hereunder on account of such Lender’s Commitment or any of the Loans or Total Commitment, the Multicurrency Commitment, the Revolving Credit Commitment, the Letters of Credit, orthe Letter of Credit Participations, or the Loans; (iii) to require any Lender or the any Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such the any Lender or the any Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the such Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the such Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by sum (after such Lender or such Agent shall have allocated the Agentsame fairly and equitably among all customers of any class generally affected thereby). The provisions of this (S)7.10 shall survive repayment of the Obligations and termination of this Agreement.

Additional Costs, Etc. Notwithstanding anything herein to the contraryIf any introduction, if adoption or change in any present applicable law or future applicable lawregulation, which expression, as used herein, includes statutes, rules and regulations thereunder and or changes in the interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Bank's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Bank or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Lender Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or (d) impose on any Lender Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Bank's Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Bank's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentBank's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any Lender such Bank or the Agent hereunder on account of such Lender’s Commitment Bank's Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Bank or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower Borrowers hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower willBorrowers will (and as to clauses (a) and (b) above, subject to the provisions of Section §4.4), within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall reasonably determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender For the avoidance of doubt, the provisions of this §4.9 shall not apply with respect to Taxes, which shall be governed by §4.4(b) and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent§4.4(c).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall: (ai) subject any Lender impose, modify or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render deem applicable any reserve, special deposit, reservecompulsory loan, assessment, liquidity, capital adequacy insurance charge or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) requirement against assets held byof, or deposits in with or for the account of, or loans credit extended or participated in by, any Lender or commitments of an office of any Issuing Lender; (j) subject Agent, any Issuing Lender, or any Lender to any Tax (other than Taxes addressed by §4.4(b)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (dk) impose on any Lender, any Issuing Lender or the Agent any other conditions conditions, cost, expense (other than Taxes) or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit (or participation therein) or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender or any Issuing Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender Lender, any Issuing Lender, or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender Lender, any Issuing Lender, or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Lender, such Issuing Lender, or the Agent from the Borrower hereunder, then, and in each such case, Borrower will (and as to clauses (a) and (b) above, subject to the Borrower willprovisions of §4.4), within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender Lender, such Issuing Lender, or the Agent shall reasonably determine in good faith to be sufficient to compensate such Lender Lender, such Issuing Lender, or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender For the avoidance of doubt, the provisions of this §4.9 shall not apply with respect to Taxes, which shall be governed by §4.4(b) and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent§4.4(c).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction Taxes or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents[Reserved], or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent, in such case (a) through (d), so long as such amounts have accrued on or before the day that is two hundred and seventy (270) days prior to the date on which such Agent first made demand therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the two hundred seventy (270) day period referred to above shall be extended to include the period of retroactive effect thereof).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Term Loan Agreement, including without limitation, to the extent considered in the calculation of the LIBOR Rate) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (db) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Term Loan Agreement, the other Loan Documents, the LIBOR Rate Loans, such Lender’s CommitmentCommitment to make LIBOR Rate Loans, a Letter of Credit or any class of loans or commitments of which any of the LIBOR Rate Loans or such Lender’s Commitment to make LIBOR Rate Loans forms a part; , and the result of any of the foregoing is: (ic) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit LIBOR Rate Loans or such Lender’s CommitmentCommitment to make LIBOR Rate Loans, or (iid) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment to make LIBOR Rate Loans, or any of the Loans or the Letters of CreditLIBOR Rate Loans, or (iiie) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunderhereunder in respect of any LIBOR Rate Loans, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunderhereunder in respect thereof, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if after the date hereof any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, directives and instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans Advances (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans the Loan or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the LoansLoan, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans Advances or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining the Loan or any of the Loans, the Letters of Credit portion thereof or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoan, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, Borrower will (and as to clauses (a) and (b) above, subject to the Borrower willprovisions of § 4.4), within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender For the avoidance of doubt, the provisions of this § 4.9 shall not apply with respect to Taxes, which shall be governed by § 4.4(b) and § 4.4(c). Without limiting the generality of the foregoing provisions of this § 4.9, any change applicable to the banking industry as a whole and lenders generally, and not solely to the Agent or a Lender, based on: (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in determining such amounts may use connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any reasonable averaging and attribution methods generally applied by such Lender successor or similar authority) or the AgentUnited States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have occurred “after the date hereof” or “after the date of this Agreement” for purposes of this § 4.9.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reservereserve (other than the Statutory Reserve Rate), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, of or loans by, or commitments of an office of any Lender, ; or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and policies, requests, directives, instructions instructions, guidelines and notices at any time (or from time to time) hereafter time thereafter made upon or otherwise issued to the Agent or any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender the Agent or the Agent Lenders to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Documents or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxthe Lenders), ; or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender the Agent or the Lenders of the principal of or the interest on any the Loans or any other amounts payable to any Lender the Agent or the Lenders under this Agreement or the other Loan Documents, ; or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, the Agent or the Lenders; or (d) impose on any Lender the Agent or the Agent Lenders any other conditions or requirements with respect to this Agreement, the other Loan Documents, or the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender the Agent or the Lenders of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, ; or (ii) to reduce the amount of principal, interest or other amount payable to any Lender the Agent or the Agent Lenders hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, Loans; or (iii) to require any Lender the Agent or the Agent Lenders to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender the Agent or the Agent Lenders from the Borrower hereunder, then, and in each such case, the Borrower willshall, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent or the Lenders at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.as

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from either of the Borrower Borrowers hereunder, then, and in each such case, the Borrower BGI will, within fifteen (15) days and, solely in the case of amounts arising from the Xxxxxx Switzerland Loans, Xxxxxx Switzerland will, upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction Taxes or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Parent Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the LoansLoans (whether denominated in Dollars or an Alternative Currency), such Lender’s Commitment (or, if applicable, such Lender’s Fronting Commitment), a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the LoansLoans (whether denominated in Dollars or an Alternative Currency), the Letters of Credit or such Lender’s Commitment (or, if applicable, such Lender’s Fronting Commitment), or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment (or, if applicable, such Lender’s Fronting Commitment) or any of the Loans (whether denominated in Dollars or an Alternative Currency) or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Parent Borrower hereunder, then, and in each such case, the Parent Borrower willwill (and as to clauses (a) and (b) above, subject to the provisions of §4.4), within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender Without limiting the generality of the foregoing provisions of this §4.9, any change applicable to the banking industry as a whole and lenders generally, and not solely to Agent or a Lender, based on: (x) the Agent Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in determining such amounts may use connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any reasonable averaging and attribution methods generally applied by such Lender successor or similar authority) or the AgentUnited States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have occurred ‘after the date hereof’ or ‘after the date of this Agreement’ for purposes of this §4.9.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank Lender or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit 's Domestic Commitment or UK Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its bank franchise taxtaxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its bank franchise taxtaxes) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s 's Domestic Commitment or UK Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s 's Domestic Commitment or UK Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s 's Domestic Commitment or UK Commitment, or (ii) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s 's Domestic Commitment or UK Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of after demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, arise jointly and severally pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein Subject to the contraryss.ss.4.11 and 4.12 hereof, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit 's Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s 's Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment 's Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, then, ; and in each such casecase arising or occurring in the immediately preceding 365 days from such demand, the Borrower Borrowers will, within fifteen thirty (1530) days of after demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by , provided that such Lender or the Agentis generally imposing similar charges on its other similarly situated borrowers.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, but subject to §4.13, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans the Loan or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the LoansLoan, such Lender’s Commitment, a Letter of Credit Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loan or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoan, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable lawChange in Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit 's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Administrative Agent or its franchise taxwithholdings in connection with such taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Revolving Credit Loans, Swing Line Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reservereserve (other than reserves included within the definition of Eurocurrency Reserve Rate), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Swing Line Loans, the Revolving Credit Loans, such Lender’s 's Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Lender’s 's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans, the Letters of Credit Swing Line Loans or such Lender’s Commitment's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment 's Commitment, any Letter of Credit, any of the Swing Line Loans or any of the Loans or the Letters of CreditRevolving Credit Loans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the applicable Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment, a Letter any Letters of Credit or participations therein, such Lender's Commitment or the Loans or participations therein (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender or the Administrative Agent of the principal of or the interest on any Loans or any other amounts payable to any such Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement or included in the calculation of the interest rate) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by or participated in, or commitments of an office of any LenderLender or the Administrative Agent, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit 's Commitment or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters Loans or such Lender's Commitment or any Letter of Credit or such Lender’s Commitmentparticipations therein, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s 's Commitment any Letter of Credit or any of the Loans or the Letters of Creditany participations therein, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, ; then, and in each such case, the Borrower Borrowers, will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by sum (after such Lender or the AgentAdministrative Agent shall have allocated the same fairly and equitably among all customers of any class generally affected thereby).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender, the Issuing Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject impose on any Lender, the Issuing Lender or the Administrative Agent to any tax, levy, impost, duty, charge, feefees, deduction or withholding withholdings of any nature or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter the Letters of Credit or any class of loans or commitments or letters of credit of which any of the Loans Loans, the Commitment or the Letters of Credit forms a part (other than taxes based upon or measured by the gross receipts, income or profits of such Lender, the Issuing Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender, the Issuing Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender or the Issuing Lender, or (d) impose on any Lender, the Issuing Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (ie) to increase the cost to any Lender or the Issuing Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, Commitment or any Letters of Credit; or (iif) to reduce the amount of principal, interest interest, Reimbursement Obligation, fees or other amount payable to any such Lender, the Issuing Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Commitment, the Loans, or any of the Loans or drawings under the Letters of Credit, or (iiig) to require any such Lender, the Issuing Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender, the Issuing Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender, the Issuing Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender, the Issuing Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender, the Issuing Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and sum (after such Lender, the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Issuing Lender or (as the Agentcase may be) the Administrative Agent shall have allocated the same fairly and equitably among all customers of any class generally affected thereby).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable lawApplicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature Tax with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes impose on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or Issuing Lender or the interest on any Loans or London interbank market any other amounts payable to any Lender under condition, cost or expense (other than Taxes) affecting this Agreement or the other Loan DocumentsLoans made by such Lender or any Letter of Credit or participation therein, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction Taxes or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s 's Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s 's Commitment, a Letter of Credit Credit, or any class of loans or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s 's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s 's Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent, in such case (a) through (d), so long as such amounts have accrued on or before the day that is two hundred and seventy (270) days prior to the date on which such Agent first made demand therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the two hundred seventy (270) day period referred to above shall be extended to include the period of retroactive effect thereof).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (db) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms form a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sumsum (other than Non-Excluded Taxes and taxes covered by Section 5.2.2). Each Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by any Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be in effect on the Effective Date, regardless of the date enacted, adopted or issued. The failure or delay on the part of any Lender and to demand compensation for any increased costs shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Agent in determining Borrower shall not be under any obligation to compensate any Lender under this Section 5.6 for any increased costs with respect to any period prior to the date that is 120 days prior to such amounts may use any reasonable averaging and attribution methods generally applied by request if such Lender or knew of the Agentcircumstances giving rise to such increased costs and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable lawApplicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall: (a) subject any Lender impose, modify or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render deem applicable any reserve, special deposit, reservecompulsory loan, assessment, liquidity, capital adequacy insurance charge or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) requirement against assets held byof, or deposits in with or for the account of, or loans credit extended or participated in by, any Lender (except any reserve requirement reflected in determining LIBOR) or commitments of an office of any Issuing Lender; (b) subject Agent, any Issuing Lender, or any Lender to any Tax (other than Taxes addressed by §4.4(b)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (c) impose on any Lender or any Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender or any Issuing Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (i) 51 NYDOCS03/1056463.7 (ii) to reduce the amount of principal, interest or other amount payable to any Lender Lender, any Issuing Lender, or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender Lender, any Issuing Lender, or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Lender, such Issuing Lender, or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower willBorrowers will (and as to clauses (a) and (b) above, subject to the provisions of §4.4), within fifteen thirty (1530) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender Lender, such Issuing Lender, or the Agent shall reasonably determine in good faith to be sufficient to compensate such Lender Lender, such Issuing Lender, or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender For the avoidance of doubt, the provisions of this §4.9 shall not apply with respect to Taxes, which shall be governed by §4.4(b) and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent§4.4(c).

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, ; or (db) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms form a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or; (ii) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, Loans; or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum. Each sum (other than Taxes which shall be treated exclusively pursuant to Section 5.2(b)). (c) The failure or delay on the part of any Lender and to demand compensation for any increased costs shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Agent in determining Borrower shall not be under any obligation to compensate any Lender under this Section 5.6 for any increased costs with respect to any period prior to the date that is 120 days prior to such amounts may use any reasonable averaging and attribution methods generally applied by request if such Lender or knew of the Agentcircumstances giving rise to such increased costs and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs.