Common use of Increased Costs and Taxes Clause in Contracts

Increased Costs and Taxes. (a) If any Regulatory Change: (i) Shall subject any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in respect of its Loans, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower may at any time, upon at least five (5) Business Days' prior notice to such Lender, prepay in full the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans held by such Lender shall equal the outstanding principal amount of such Loans immediately prior to such prepayment.

Increased Costs and Taxes. (a) If any Regulatory Change: (i) Shall subject any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in respect of its Loans, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or 100 reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower may at any time, upon at least five (5) Business Days' Days prior notice to such Lender, prepay in full the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans held by such Lender shall equal the outstanding principal amount of such Loans immediately prior to such prepayment.

Increased Costs and Taxes. (a) If any Regulatory Change: (i) Shall subject any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the 80 Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in under its Notes with respect of its Loansthereto, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees Borrowers, jointly and severally, agree to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower Borrowers may at any time, upon at least five (5) Business Days' Days prior notice to such Lender, prepay in full the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower Borrowers shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans Notes held by such Lender shall equal the outstanding principal amount of such Loans Notes immediately prior to such prepayment.

Increased Costs and Taxes. 4.1 If the Aval Provider determines that the introduction or effectiveness of, or any change in, any law or regulation or compliance with any guideline or request (awhether or not having the force of law) If from any Regulatory ChangeGovernmental Authority which affects or would affect the amount of capital or reserves required or expected to be maintained by the Aval Provider, and the Aval Provider determines that the amount of such capital or reserves is increased by or based upon the existence of any Bank Guarantee then the Applicant shall pay to the Aval Provider promptly upon the Aval Provider’s written demand therefor, from time to time, additional amounts in Euros sufficient in the Aval Provider’s judgment to compensate for the increase. For the avoidance of doubt, the Aval Provider’s certificate as to amounts due hereunder shall be conclusive, in the absence of manifest error. 4.2 Any and all payments by or on account of any of Applicant’s obligations hereunder (the “Obligations”) shall be made free and clear of and without reduction or withholding for any Indemnified Taxes imposed by or within the jurisdiction of Applicant’s organization, or the jurisdiction from which payment hereunder is being made, provided that if Applicant shall be required by applicable law to deduct any Indemnified Taxes from such payments, then: 4.2.1 the sum payable shall by increased as necessary so that after making all required deductions (iincluding deductions applicable to additional sums payable under this section), the Aval Provider receives an amount in Euros equal to the sum it would have received had no such deductions been made; 4.2.2 Applicant shall make such deductions; and 4.2.3 Applicant shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 4.3 In addition, Applicant shall indemnify the Aval Provider for, and hold the Aval Provider harmless against, the full amount of Indemnified Taxes (including any taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this section) Shall subject imposed on or paid by the Aval Provider or any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender affiliate of the principal of or interest on its Eurodollar Advances or Aval Provider in respect of any other amounts due liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted. Payment under this Agreement indemnity shall be made within thirty (30) days from the date the Aval Provider makes written demand therefor. 4.4 Within thirty (30) days after the date of any payment of Indemnified Taxes, Applicant shall furnish to the Aval Provider at the Aval Provider’s address listed above, the original or a certified copy of a receipt evidencing such payment. In case of any payment hereunder by or on behalf of Applicant, if Applicant determines that no Indemnified Taxes are payable in respect thereof, Applicant shall, at the Aval Provider’s request, furnish, or cause the payor to furnish, to the Aval Provider an opinion of its Eurodollar Advances or its obligation counsel acceptable to the Aval Provider in form and substance acceptable to the Aval Provider stating that such payment is exempt from Indemnified Taxes. 4.5 Notwithstanding anything to the contrary provided elsewhere in this Agreement and/or the relevant Bank Guarantee, Applicant shall not be liable to make Eurodollar Advances (except for changes any payment to the Aval Provider pursuant to this Section 4 for, or in relation to the rate of tax on following taxes: 4.5.1 taxes, franchise taxes and similar taxes measured by, or assessed against, the overall Aval Provider’s net income of such Lender income, profit or capital and imposed by the jurisdiction in which such Lender's the Aval Provider’s principal executive office is located)situated; orand (ii) Shall impose, modify4.5.2 any taxes that would not be imposed but for a connection between the Aval Provider and such taxing jurisdiction, or deem applicable any reserve (includingpolitical subdivision thereof of taking authority therein, without limitation, any other than as a result of this Agreement or taxes imposed by the Board Kingdom of Governors of Spain (the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage“Excluded Taxes”), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in respect of its Loans, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower may at any time, upon at least five (5) Business Days' prior notice to such Lender, prepay in full the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans held by such Lender shall equal the outstanding principal amount of such Loans immediately prior to such prepayment.

Increased Costs and Taxes. (a) If any Regulatory Change: (i) Shall subject any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's ’s principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's ’s obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in respect of its Loans, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower may at any time, upon at least five (5) Business Days' Days prior notice to such Lender, prepay in full the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans held by such Lender shall equal the outstanding principal amount of such Loans immediately prior to such prepayment.

Increased Costs and Taxes. (a) If any Regulatory Change: If, due to either (i) Shall subject any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal ---------------------------- introduction of or interest on its Eurodollar Advances any change (other than any change by way of imposition or increase of reserve requirements, in the case of Variable Rate Advances) in or in respect the interpretation of any other amounts due under this Agreement in respect of its Eurodollar Advances law or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or regulation or (ii) Shall impose, modify, the compliance with any guideline or deem applicable request from any reserve central bank or other governmental authority (including, without limitation, any imposed by whether or not having the Board force of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentagelaw), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by there shall be any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase in the cost to such Lender of agreeing to make or making, converting into, continuing funding or maintaining any such Eurodollar Variable Rate Advances, or then the Borrower shall from time to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in respect of its Loanstime, then, in any such case, on the earlier of upon demand by such Lender or the applicable Maturity DateLender, the Borrower agrees to pay to such the Lender such additional amount or amounts as will sufficient to compensate such Lender for such increased costscost. Each Lender requesting compensation will promptly notify A certificate as to the amount of such increased cost, submitted to the Borrower and by the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, shall be otherwise disadvantageous to such Lenderconclusive and binding for all purposes, absent manifest error. (b) A certificate If the Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of any Lender claiming compensation under this Section 11.3 and setting forth law) affects or would affect the additional amount of capital (or amounts the rate of return on capital) required or expected to be paid maintained by the Lender or any corporation controlling the Lender and that the amount of commitment, or offer or agreement, to it lend hereunder and calculations therefor shall be conclusive in the absence other commitments, or offers or agreements, of manifest error. In determining such amountthis type, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower may at any timethen, upon at least five (5) Business Days' prior notice to such by the Lender, prepay in full the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower shall borrow a Base Rate Advance from such immediately pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender, or such corporation in the light of such circumstances, to the extent that the Lender reasonably determines such increase in capital (or reduction in rate of return) to be allocable to the existence of Lender's commitment, or offer or agreement, to lend hereunder. Such notice as to such amounts submitted and such delivered to the Borrower by the Lender shall make set forth in summary fashion the basis of such Base Rate Advance allocation and shall be conclusive and binding for all purposes, absent manifest error. (c) Any and all payments by Borrower hereunder or under a Note executed by Borrower shall be made, in accordance with Section 2.11, free and ------------ clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Note being hereinafter referred to as "Taxes"). If Borrower shall be required by law to deduct any ----- Taxes from or in respect of any sum payable hereunder or under any Note executed by Borrower to Lender, (i) the sum payable by Borrower shall be increased as may be necessary so that, after Borrower and Lender have made all required deductions (including deductions applicable to additional sums payable under this Section 2.11), Lender receives an amount equal to the sum it would have received had no such that deductions been made, (ii) Borrower shall make all such deductions, and (iii) Borrower shall pay the outstanding principal full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (e) Borrower shall indemnify Lender for and hold it harmless against the full amount of Taxes and Other Taxes, and for the Loans held full amount of taxes of any kind imposed by any jurisdiction on amounts payable under this section imposed on or paid by Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date Lender makes written demand therefor. (f) Within 30 days after the date of any payment of Taxes, the Borrower shall furnish to Lender, at its address referred to above, the original or a certified copy of a receipt evidencing such payment. (g) In the event that Lender determines in its reasonable discretion, that it has actually and finally realized a refund of or credit for taxes withheld or paid pursuant to this section, which credit or refund is identifiable by Lender as being a result of taxes withheld in connection with sums payable hereunder or under any other Loan Document, Lender shall promptly notify Borrower and shall remit to Borrower, the amount of such refund or credit allocable to payments made hereunder or under the other Loan Documents; provided, however, that in the event of any subsequent disallowance of any such ------- refund or credit on account of which Lender has made a payment pursuant to this paragraph, the amount so disallowed shall be deemed to be a Tax for which Lender shall be entitled to indemnification under of this section, but only to the extent of any payment by such Lender shall equal the outstanding principal amount of such Loans immediately prior pursuant to such prepaymentthis paragraph.

Increased Costs and Taxes. (a) If any Regulatory Change: (i) Shall subject any Lender to any tax, duty duty, or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), ) special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing making or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in under its Revolving Notes with respect of its Loansthereto, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower and the Administrative Agent Arranging Agents of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower may at any time, upon at least five (5) Business Days' Days prior notice to such Lender, prepay in full the then outstanding affected Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 2.8 hereof. Concurrently with prepaying such Eurodollar Advances, Advances the Borrower shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans Revolving Notes held by such Lender shall equal the outstanding principal amount of such Loans Revolving Notes immediately prior to such prepayment. (c) If any Tax is required to be withheld or deducted from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent or any Credit Party under this Agreement, the Borrower shall pay to the Administrative Agent or such Credit Party, as applicable, such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Credit Party with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted, is equal to the full amount payable under this Agreement. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to pay any additional amount in respect of withholding of United States federal income taxes pursuant to this Section to any Credit Party except to the extent (A) such Taxes are required to be withheld solely as a result of (1) in the case of a Person that is a Credit Party on the Agreement Date, a Regulatory Change enacted after the Agreement Date and (2) in the case of a Person that becomes a Credit Party after the Agreement Date, a Regulatory Change enacted after such Person becomes a Credit Party, and (B) such Credit Party has not failed to submit any form or certificate that it is entitled to so submit under Applicable Law.

Increased Costs and Taxes. (a) If any Regulatory Change: (i) Shall subject any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; PAGE 80 and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in respect of its Loans, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees Borrowers, jointly and severally, agree to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower Borrowers may at any time, upon at least five (5) Business Days' Days prior notice to such Lender, prepay in full the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower Borrowers shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans held by such Lender shall equal the outstanding principal amount of such Loans immediately prior to such prepayment.

Increased Costs and Taxes. (a) If any Regulatory Change: (i) Shall subject any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in under its Notes with respect of its Loansthereto, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or 83 reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower may at any time, upon at least five (5) Business Days' Days prior notice to such Lender, prepay in full the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans Notes held by such Lender shall equal the outstanding principal amount of such Loans Notes immediately prior to such prepayment.

Increased Costs and Taxes. (a) If any Regulatory Change: (i) Shall subject any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's ’s principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's ’s obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in respect of its Loans, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrower may at any time, upon at least five (5) Business Days' ’ prior notice to such Lender, prepay in full the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans held by such Lender shall equal the outstanding principal amount of such Loans immediately prior to such prepayment.

Increased Costs and Taxes. (a) If any Regulatory Change: (i) Shall subject any Lender to any tax, duty Issuer determines that the introduction or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account effectiveness of, or commitments any change in, any law or credit extended by regulation or compliance with any Lender, guideline or shall impose on request (whether or not having the force of law) from any Lender Governmental Authority which affects or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce would affect the amount of capital or reserves required or expected to be maintained by Issuer or any sum received corporation controlling Issuer, and Issuer determines that the amount of such capital or receivable reserves is increased by such Lender under this Agreement or otherwise in respect of its Loans, then, in any such case, on based upon the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower and the Administrative Agent existence of any event Credit, then Applicant shall pay Issuer promptly upon Issuer’s written demand therefor, from time to time, additional amounts in U.S. Dollars sufficient in Issuer’s judgment to compensate for the increase. For the avoidance of which it has knowledgedoubt, occurring after the date hereof, which will entitle such Lender Issuer’s certificate as to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it due hereunder and calculations therefor shall be conclusive conclusive, in the absence of manifest error. In determining Any and all payments by or on account of any of Applicant’s obligations hereunder (the “Obligations”) shall be made free and clear of and without reduction or withholding for any Indemnified Taxes imposed by or within the jurisdiction of Applicant’s organization, or the jurisdiction from which payment hereunder is being made, provided that if Applicant shall be required by applicable law to deduct any Indemnified Taxes from such amountpayments, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation then (a) the sum payable shall by increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 11.3section), Issuer receives an amount in U.S. Dollars equal to the sum it would have received had no such deductions been made, (b) Applicant shall make such deductions and (c) Applicant shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. In addition, Applicant shall indemnify Issuer for, and hold Issuer harmless against, the Borrower may at full amount of Indemnified Taxes (including any timetaxes of any kind imposed or asserted by any jurisdiction on amounts payable under this section) imposed on or paid by Issuer or any affiliate of Issuer in respect of any liability (including penalties, upon at least five interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted. Payment under this indemnity shall be made within thirty (530) Business Days' prior notice to such Lender, prepay in full days from the then outstanding Eurodollar Advances of such Lender, together with accrued interest thereon to date Issuer makes written demand therefor. Within thirty (30) days after the date of prepaymentany payment of Indemnified Taxes, along with any reimbursement required under Section 2.11 hereof. Concurrently with prepaying such Eurodollar AdvancesApplicant shall furnish to Issuer at Issuer’s address listed above, the Borrower original or a certified copy of a receipt evidencing such payment. In case of any payment hereunder by or on behalf of Applicant, if Applicant determines that no Indemnified Taxes are payable in respect thereof, Applicant shall, at Issuer’s request, furnish, or cause the payor to furnish, to Issuer an opinion of counsel acceptable to Issuer in form and substance acceptable to Issuer stating that such payment is exempt from Indemnified Taxes. Notwithstanding anything to the contrary provided elsewhere in this Agreement and/or the relevant Credit, Applicant shall borrow not be liable to make any payment to Issuer pursuant to this section for, or in relation to the following taxes: (i) taxes, franchise taxes and similar taxes measured by, or assessed against, Issuer’s net income, profit or capital and imposed by the jurisdiction in which Issuer’s principal office is situated; and (ii) any taxes that would not be imposed but for a Base Rate Advance from such Lender, connection between Issuer and such Lender shall make such Base Rate Advance in an amount such that taxing jurisdiction, or any political subdivision thereof of taking authority therein, other than as a result of this Agreement or taxes imposed by the outstanding principal amount Kingdom of Spain (the Loans held by such Lender shall equal the outstanding principal amount of such Loans immediately prior to such prepayment“Excluded Taxes”).