Common use of Additional Costs, Etc Clause in Contracts

Additional Costs, Etc. If any present or 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 hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender 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 or the Loans advanced by such Lender (other than taxes based upon or measured by the income or profits of such Lender); or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to such 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, or other similar requirements 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 (d) impose on any Lender any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s 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:

Additional Costs, Etc. If any present or future, 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 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 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 Letters of CreditCredit Instrument, such Lender’s Commitment 's Commitment, Loans or the Loans advanced by such Lender Credit Instrument Participations (other than taxes based upon or measured by the income or profits of such Lender, the Administrative Agent, the Acceptance Bank or the Issuing Bank); , or (b) materially change the basis of taxation (except for changes in taxes on income or profits) 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 such Lender any Lender, the Agents, the Acceptance Bank or the Issuing Bank 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) against assets held by, or deposits in or for the account of, or loans by, or commitments of, or letters of credit issued by, or commitments of an office of any Lender; , the Acceptance Bank or (d) the Issuing Bank, or impose on any Lender Lender, the Agents, the Acceptance Bank or the Issuing Bank any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of CreditCredit Instrument, the Loans, such Lender’s 's Commitment or Credit Instrument Participations, 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:

Additional Costs, Etc. If any present or future, or any change in any present applicable law or future, any 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 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 Bank's Commitment(s) or the Loans advanced by such Lender (other than taxes based upon or measured by the income or profits of such LenderBank or the Agent); , or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to such Lender any 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) against assets held by, or deposits in or for the account of, or loans by, or commitments of, 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, any Letters of Credit, the Loans, such Lender’s Commitment Bank's Commitment(s), 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:is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment(s) or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment(s), any Letter of Credit or any of the Loans, or (iii) to require 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 Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such 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 Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower shall not be obligated to compensate a Bank or the Agent pursuant to this Section 5.6 for any amounts incurred by such Bank or the Agent more than ninety (90) days prior to such Bank's or the Agent's written request to the Borrower for such compensation, unless such amount results from an applicable law which is applied retroactively, in which case the Borrower shall pay such amounts incurred from the time of the effectiveness of such applicable law. 5.7.

Additional Costs, Etc. If any present or future, or any change in any present or future, 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 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, any Letters of Credit, such Lender’s Bank's Commitment or the Loans advanced by such Lender (other than taxes based upon or measured by the income or profits of such LenderBank or the Agent); , or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to such Lender any 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) 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; Bank, or (d) impose on any Lender Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment the Commitment, 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:is (i) to increase the cost to such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of the Commitments or any of the Loans, or (iii) to require 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 Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such 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 Bank or the Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. 4.6.

Additional Costs, Etc. If any present or future, or any change in any present or future, 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 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 's Commitment or the Loans advanced by such Lender (other than taxes based upon or measured by the income or profits of such LenderLender or the Administrative Agent); , or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to such any Lender or the Administrative Agent under this Agreement Credit Agreement, the Notes 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) against assets held by, or deposits in or for the account of, or loans Loans by, or Letters of Credit issued by, or commitments of, or letters of credit issued by, 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 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:is (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Lender or the L/C 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 L/C Issuer from the Borrower hereunder,

Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future, or any change in any present or future, applicable lawfuture 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, any Letters of Credit, such Lender’s Commitment Commitment, a Letter of Credit or the Loans advanced (whether in Dollars or the Alternative Currency) (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes), or impose on any Lender or Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans (whether in Dollars or the Alternative Currency) made by such Lender (other than taxes based upon or measured by the income or profits of such Lender); or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to such Lender under this Agreement Letter of Credit or the other Loan Documents; participation therein, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) 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 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 (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 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:: 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 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 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 and receipt of the certificate described in Section 4.13 below 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. If any present or future(a) Anything in this Agreement to the contrary notwithstanding, or if after the Closing Date, 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 hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority United States law shall (whether or not having the force of law), shall: (a) subject any Lender 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 or the Loans advanced by such Lender (other than taxes based upon or measured by the income or profits of such Lender); or (bi) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to Agent or any Lender of the principal of or the interest on any Loans Loan or any other amounts payable to such Agent or any Lender under this Agreement Agreement, or any of the other Loan Documents; , or (cii) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, or other supplementary special deposit or reserve or similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments any eligible liabilities of, or letters of credit issued byloans by any office or branch of, an office of Agent or any Lender; Lender (except any Reserve Requirement which is reflected in LIBOR), or (diii) impose on Agent or any Lender any other conditions condition or requirements requirement with respect to this Agreement, any Note or any of the other Loan Documents, any Letters of Credit, the Loans, such Lender’s 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:is (A) to increase the cost to Agent or any Lender of making, funding or maintaining all or any part of the principal of the LIBOR Rate Loans by an amount deemed in good faith by such Lender or the Agent to be material, or (B) to reduce the amount of principal, interest or any other sum payable by Borrower to Agent or any Lender under this Agreement, any Note or any of the other Loan Documents, or (C) to require Agent or any Lender to make any payment or to forego any interest or other sum payable by Borrower to Agent (other than the Agency Fee) or any Lender under this Agreement, any Note or any of the other Loan Documents, the amount of which payment or foregone interest or other sum is measured by or calculated by reference to the gross amount of any sum receivable by Agent or any Lender from Borrower under this Agreement, any Note or any of the other Loan Documents, then, and in each such case, Borrower will pay to Agent for Agent or the account of a Lender, as the case may be, within forty-five (45) days of written notice by Agent or such Lender, such additional amounts as will compensate Agent or such Lender for such additional cost, reduction, payment or foregone interest or other sum. Agent or any Lender, as the case may be, shall provide to Borrower reasonable documentation, including calculations in reasonable detail, to support the basis for such costs, etc., being claimed, together with such written notice. Anything in this paragraph to the contrary notwithstanding, the foregoing provisions of this paragraph shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting solely from or arising solely as a consequence of any taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender.

Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future, or any change in any present or future, applicable lawfuture 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 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 any Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding Tax of any nature with respect to this Agreement, the other Loan Documents, any Letters such Xxxxxx’s Commitments, a Letter of Credit, such Lender’s Commitment Credit or the Loans advanced by such Lender (other than taxes based upon or measured by any Indemnified Tax, any Tax described in clauses (b) through (d) of the income or profits definition of such LenderExcluded Taxes, and any Connection Income Tax); , or (b) materially change the basis of taxation (except for changes in taxes impose on income or profits) of payments to any Lender of the principal of or Issuing Lender or the interest on London interbankrelevant local market for obtaining quotations for any Loans or Benchmark, any other amounts payable to such Lender under condition, cost or expense (other than Taxes) affecting this Agreement or the other Loan Documents; Loans made by such Lender or any Letter of Credit or participation therein, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) 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 Borrowers 88 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 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 (d) impose on any Lender or any Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderXxxxxx’s Commitment Commitments, a Letter of Credit or any class of loans or commitments of which any of the Loans or such LenderXxxxxx’s Commitment Commitments 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 Commitments, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or any Agent hereunder on account of such Xxxxxx’s Commitments or any of the Loans or the Letters of Credit, or (iii) to require any Lender or 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 Lender or any Agent from Borrowers hereunder, then, and in each such case, Borrowers will, within fifteen (15) days of demand made by such Lender or (as the case may be) Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or Agent such additional amounts as such Lender or Agent shall determine in good faith to be sufficient to compensate such Lender or Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or Agent. Notwithstanding the foregoing, Borrowers shall not be required to compensate Lenders pursuant to this Section 4.8 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies Parent of the event giving rise to such increased costs or reductions and such Lender’s intent to claim compensation therefor; provided, however, that if any such change giving rise to such increased costs or reduction is retroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof. Section 4.9

Additional Costs, Etc. If any present or future, or any change in any present or future, 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 the Bank 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 Bank 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 or the Loans advanced by such Lender (other than taxes based upon or measured by the income or profits of such Lenderthe Bank); or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender the Bank of the principal of or the interest on any Loans or any other amounts payable to such Lender the 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) 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 Lenderthe Bank; or (d) impose on any Lender the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s 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:is to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans; or to reduce the amount of principal, interest or other amount payable to the Bank on account of any of the Loans; or to require the 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 the Bank from the Company hereunder, then, and in each such case, the Company will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum.

Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future, or any change 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 hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Law shall: (a) subject any Lender Recipient 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 or the Loans advanced by such Lender Taxes (other than taxes based upon (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or measured by the income other obligations, or profits of such Lender); its deposits, reserves, other liabilities or capital attributable thereto, or (b) materially change impose, modify or deem applicable any special deposit, reserve (other than the basis of taxation (except for changes Reserve Percentage), compulsory loan, insurance charge or similar requirement against assets of, deposits with or credit extended or participated in taxes on income or profits) of payments to by, any Lender of the principal of or the interest on any Loans or any other amounts payable to such Lender under this Agreement or the other Loan Documents; Issuing Lender, or (c) impose on any Lender or increase the Issuing Lender or render applicable the London Interbank market any other condition, cost or expense (other than to the extent specifically provided for elsewhere in Taxes) affecting this Agreement) any special deposit, reserve, assessment, liquidity, Agreement or other similar requirements 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 (d) impose on any Loans made by such Lender any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment or any class Letter of loans Credit or commitments of which any of the Loans or such Lender’s Commitment forms a partparticipation therein; and the result of any of the foregoing is:: (i) to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or (ii) to reduce the amount of principal, interest or other amount payable to any Lender, the Issuing Lender or other Recipient 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 such 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 such other Recipient from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand (or within sixty (60) days of demand if the amount demanded by a Recipient is in excess of $100,000.00) made by a Recipient at any time and from time to time and as often as the occasion therefor may arise, pay to such Recipient such additional amounts as such Recipient shall reasonably determine in good faith to be sufficient to compensate such Recipient for such additional cost, reduction, payment or foregone interest or other sum. Each Recipient in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Recipient. §4.10

Additional Costs, Etc. If any present or future, or any change in any present or future, 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 the any Lender or 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 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, any the Total Commitment, the Multicurrency Commitment, the Revolving Credit Commitment, the Letters of Credit, such Lender’s Commitment or the Loans advanced by such Lender (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 income or profits of such LenderLender or such Agent); or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal or of or the interest on any Loans or any other amounts payable to such 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) 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 LenderLender or any Agent; or (d) impose on any Lender or any Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any the Loans, the Letters of Credit, the LoansTotal Commitment, such Lender’s Commitment 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:is (i) to increase the cost to any Lender or any Agent of making, funding, issuing, renewing, extending or maintaining the Loans, the Letters of Credit, the Letter of Credit Participations, the Multicurrency Commitment, the Revolving Credit Commitment, or the Total Commitment; (ii) to reduce the amount of principal, interest or other amount payable to any Lender or any Agent hereunder on account of the Total Commitment, the Multicurrency Commitment, the Revolving Credit Commitment, the Letters of Credit, the Letter of Credit Participations, or the Loans; (iii) to require any Lender or 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 the any Lender or any Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent such additional amounts as will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest or other sum (after such Lender or such Agent shall have allocated the same fairly and equitably among all customers of any class generally affected thereby). The provisions of this (S)8.10 shall survive repayment of the Obligations and termination of this Agreement.

Additional Costs, Etc. If any present or future, or any change in present applicable law or adoption of any present or futureapplicable law after the date hereof (including, applicable lawin either case, which expressionwithout limitation, 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 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 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, any Letters of Creditsuch Bank's Commitment, such Lender’s Commitment or the Loans advanced by such Lender (other than taxes based upon or measured by the income or profits of such LenderBank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office, hereinafter referred to as "Income Taxes"); or (b) materially change the basis of taxation (except for changes in taxes on income or profitsIncome Taxes) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to such Lender Bank under this Agreement or the other Loan Documents; or (c) except as provided in 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) 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 LenderBank with respect to this Agreement, the other Loan Documents, the Commitment, or the Loans; or (d) impose on any Lender such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment 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:is (i) to increase the cost to such Bank of making, funding, issuing, renewing, extending or maintaining the Loans or such Bank's Commitment, or issuing or participating in Letters of Credit; (ii) to reduce the amount of principal, interest or other amount payable to such Bank hereunder on account of such Bank's Commitment or the Loans; (iii) to require 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 Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank at any time and from time to time as often as the occasion therefore may arise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay such reasonable additional amounts as will be sufficient to compensate such Bank for such additional costs, reduction, payment or foregone interest or other sum. Capital Adequacy. If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or any corporation controlling such Bank) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (or any corporation controlling such Bank) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will, in such Bank's reasonable determination, fairly compensate such Bank (or any corporation controlling such Bank) for such reduction. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. Certificate. A certificate setting forth the additional amounts payable pursuant to 5.4, 5.5 or 5.6 and a reasonable explanation of such amounts which are due, submitted by any Bank to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing. Eurodollar and Competitive Bid Indemnity. The Borrower agrees to indemnify each Bank and the Administrative Agent and to hold them harmless from and against any reasonable loss, cost or expense that any Bank and the Administrative Agent may sustain or incur as a consequence of (a) the default by the Borrower in payment of the principal amount of or any interest on any Eurodollar Loans or Competitive Bid Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank or the Administrative Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans or Competitive Bid Loans, (b) the default by the Borrower in making a borrowing of a Eurodollar Loan or Competitive Bid Loan or conversion of a Eurodollar Loan or a prepayment of a Eurodollar or Competitive Bid Loan other than on an Interest Payment Date after the Borrower has given (or is deemed to have given) a Syndicated Loan Request, a notice pursuant to 2.7, a Notice of Acceptance of Competitive Bid Quote(s), or a notice pursuant to 2.10, as the case may be, and (c) the making of any payment of a Eurodollar Loan or Competitive Bid Loan, or the making of any conversion of any Eurodollar Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by each Bank of (i) its cost of obtaining the funds for (A) the Eurodollar Loan being paid, prepaid, converted, not converted, or not borrowed, as the case may be (based on the Eurodollar Rate), or (B) the Competitive Bid Loan being paid, prepaid, or not borrowed, as the case may be (based on the Competitive Bid Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or convert, as the case may be, to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, converted, or not borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determinations shall be conclusive absent manifest error. Interest on Overdue Amounts. Overdue principal and (to the extent permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder or under any of the other Loan Documents shall bear interest compounded monthly and payable on demand at a rate per annum equal to the Base Rate plus 2% until such amount shall be paid in full (after as well as before judgment).

Additional Costs, Etc. If any present or future, or any change in any present or future, 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 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 Bank's Commitment or the Loans advanced by such Lender (other than taxes based upon or measured by the income or profits of such LenderBank or the Agent); , or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to such Lender any 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 or other similar requirements (whether or not having the force of law) 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; 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, any Letters of Credit, the Loans, such Lender’s Commitment 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:is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or (iii) to require 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 Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such 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 Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. 4.8.