Common use of Additional Costs, Etc Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than franchise taxes and taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, ; then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall 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 methods, generally applied by such Lender or the Agent. Notwithstanding the foregoing, Borrowers shall not be required to compensate any Lender pursuant to this §4.9 for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date of such Lender’s demand. Notwithstanding the foregoing, the Borrowers shall have the right, in lieu of making the payment referred to in this §4.9, to prepay the Loan of the applicable Lender within fifteen (15) days of such demand and avoid the payment of the amounts otherwise due under this §4.9, provided, however, that the Borrowers shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.

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

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

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, If any change in any present applicable law or if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but only if it is mandatory that such Lender comply), shall: (a) subject any such Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Lender, including without limitation profits or receipts with respect to the Agent or its franchise taxLoans and other than any withholding tax imposed on any payments by the Borrowers to such Lender), ; or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxand except for any withholding tax imposed on any payments by the Borrowers to the Lenders) of payments to any such Lender of the principal of or the interest on any Loans or any other amounts payable to any such Lender under this Credit Agreement or the other Loan Documents, ; or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw, but only if it is mandatory that such Lender comply) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any such Lender, ; or (d) impose on any such Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing isis to: (i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending issuing or maintaining any of the Loans, Loans or its Percentage of the Letters of Credit or such Lender’s Total Commitment, ; or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or its Percentage of the Letters of Credit, Total Commitment; or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, ; then, and in each such case, the Borrower will, within fifteen ten (1510) days Business Days following receipt of demand made by such Lender or (as the case may be) written notice from the Agent at any time and from time to time and as often as on behalf of such Lender, which written notice shall include a description of the occasion therefor may ariserelevant change in law, calculations of the amounts payable, pay to the Agent on behalf of such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than except for taxes based upon or measured covered by the gross receipts, income or profits of §4.3 and any Excluded Taxes payable by such Lender or the Agent or its franchise taxAgent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income covered by §4.3 and any Excluded Taxes payable by such Lender or profits or its franchise taxthe Agent) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

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

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject Anything in this Agreement to the contrary notwithstanding, if after the Closing Date, any Lender or the Agent to change in any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans applicable United States law shall (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (bi) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to Agent or any Lender of the principal of or the interest on any Loans Loan or any other amounts payable to Agent or any Lender under this Agreement Agreement, or any of the other Loan Documents, or or (cii) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other supplementary special deposit or reserve or similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans byany eligible liabilities of, or commitments of an loans by any office of or branch of, Agent or any LenderLender (except any Reserve Requirement which is reflected in LIBOR), or or (diii) impose on Agent or any Lender or the Agent any other conditions condition or requirements requirement with respect to this Agreement, any Note or any of the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: is (iA) to increase the cost to Agent or any Lender of making, funding, issuing, renewing, extending funding or maintaining all or any part of the Loansprincipal of the LIBOR Rate Loans by an amount deemed in good faith by such Lender or the Agent to be material, the Letters of Credit or such Lender’s Commitment, or (iiB) to reduce the amount of principal, interest or any other amount sum payable by Borrower to Agent or any Lender or the Agent hereunder on account of such Lender’s Commitment under this Agreement, any Note or any of the Loans other Loan Documents, or the Letters of Credit, or (iiiC) to require Agent or any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunderby 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 deemed received by such any Lender from Borrower under this Agreement, any Note or any of the Agent from the Borrower hereunderother Loan Documents, then, and in each such case, Borrower will pay to Agent for Agent or the Borrower willaccount of a Lender, within fifteen (15) days of demand made by such Lender or (as the case may be, within forty-five (45) the days of written notice by Agent at any time and from time to time and as often as the occasion therefor may ariseor such Lender, pay to such Lender or the Agent such additional amounts as will compensate Agent or 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 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. (b) If any Lender and shall reasonably determine that any present or future applicable law, rule or regulation regarding capital adequacy, or any change therein or in the Agent interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder, to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by any amount deemed in good faith by such Lender to be material, then Borrower shall pay to such Lender within forty-five (45) days upon receipt of written notice thereof, such amount or amounts, in addition to the amounts payable under the other provisions of this Agreement, the Notes or any of the other Loan Documents, as will compensate for such reduction. Such Lender shall provide to Borrower a copy of the calculations showing how in reasonable detail such determination has been made together with such notice. Determinations by any Lender of the additional amount or amounts required to compensate such Lender in respect of the foregoing shall be prima facie evidence of the correctness of such calculations. In determining such amounts amount or amounts, Lenders may use any reasonable averaging and attribution methods generally applied by such Lender or the Agentmethods.

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank Administrative Agent 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 Reimbursement and Pledge Agreement, the other Loan Documents, such Lender’s Commitment, a Letter any Letters of Credit or the Loans such Lender's Commitment (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal fees or interest in respect of or the interest on any Loans Letters of Credit or any other amounts payable to any Lender or the Administrative Agent under this Reimbursement and Pledge Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Reimbursement and Pledge Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Reimbursement and Pledge Agreement, the other Loan Documents, the Loansany Letters of Credit, such Lender’s 's Commitment, a Letter of Credit or any class letters of loans credit or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment's Commitment or any Letter of Credit, or (ii) to reduce the amount of principalinterest, interest Reimbursement Obligation or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s 's Commitment or any of the Loans or the Letters Letter of Credit, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and , provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by any of the Lenders or the Administrative Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by more than forty-five (45) days prior to the date on which such Lender or the Administrative Agent, as the case may be, had knowledge of such additional amounts. The Lender or the Administrative Agent shall present a certificate setting forth a reasonable calculation of the amount of such increased costs as per Section 3.6 hereof.

Additional Costs, Etc. Notwithstanding anything herein to (a) In the contrary, if event that any present Requirement of Law or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations any change therein or in the interpretation or application thereof or compliance by any competent court Bank with any request 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 directive (whether or not having the force of law), shall) from any central bank or other Governmental Authority or any agency or instrumentality thereof: (ai) does or shall subject any Lender or the Agent Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding tax of any nature kind whatsoever other than taxes imposed on or measured by the net income or any franchise taxes imposed in lieu of a tax on or measured by net income of such Bank or any Participant (such non-excluded items being hereinafter referred to as "Taxes") with respect to this Agreement, the other Loan DocumentsNotes or any Loans made hereunder, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change changes the basis of taxation of payments to such Bank of principal, Facility Fees, interest or any other amount payable hereunder (except for changes in taxes the rate of tax on gross receipts, the overall net income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, orsuch Bank); (cii) impose does or increase shall impose, modify or render hold applicable any reserve, special deposit, reserve, assessment, liquidity, capital adequacy compulsory loan or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or commitments other credit extended by, or any other acquisition of an funds by, any office of any Lender, such Bank which are not otherwise included in the determination of the Eurocurrency Rate; or (diii) does or shall impose on any Lender or the Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a partcondition; and the result of any of the foregoing is: (i) , in respect of Eurocurrency Loans, to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending renewing or maintaining Loans or extensions of credit hereunder or to reduce any amount receivable hereunder, then the Company shall promptly pay to the Administrative Agent, for the account of such Bank, upon demand, any additional amounts necessary to compensate such Bank for such additional cost or reduced amount receivable which such Bank deems to be material as determined by such Bank with respect to such Eurocurrency Loans. If such Bank becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Administrative Agent which will promptly notify the Company of the Loans, event by reason of which such Bank has become so entitled. A statement as to any additional amounts payable pursuant to the Letters foregoing sentence submitted by the Administrative Agent to the Company shall be conclusive in the absence of Credit or such Lender’s Commitment, ormanifest error. This covenant shall survive the termination of this Agreement and payment of the Notes. (iib) to reduce If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority affects or would affect the amount of principalcapital required or expected to be maintained by any Bank or any corporation controlling any Bank, interest and such Bank determines (in its sole and absolute discretion) that the rate of return on such Bank's or other amount payable such controlling corporation's capital as a consequence of its obligation hereunder is reduced to a level below that which such Bank or such controlling corporation could have achieved but for the occurrence of any Lender such circumstance, then, in any such case, upon the notice from time to time by the Administrative Agent or such Bank to the Agent hereunder on Company, the Company shall pay to the Administrative Agent, for the account of such Lender’s Commitment Bank, on demand, any additional amount or any amounts as may be sufficient to compensate such Bank or such controlling corporation for such reduction in rate of return. A statement of the Loans Administrative Agent or such Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Company. In determining such amount or amounts, such Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. This covenant shall survive the termination of this Agreement and payment of the Notes. (c) Any Foreign Recipient, no later than the date of the initial Loan (or the Letters date of Creditassignment or transfer, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent and, subject to clause (e) below, annually (or at any time and from time to time and as often such other times as the occasion therefor Company may arisereasonably request) thereafter, pay shall timely deliver two accurate and complete signed originals of either of Internal Revenue W-8BEN or W-8ECI (or any successor of such form) to the Company (or in the case of a Participant which holds a participation interest which it acquired from any Bank, to such Lender Bank which shall provide copies thereof to the Company), in either case, indicating that all payments by the Company of principal of, and interest on, the Loans and all other amounts payable hereunder to such Foreign Recipient may be made free and clear of, and without deduction for, any United States withholding tax. In addition, if required under statute, treaty, regulation, or administrative practice of the Agent United States, the Foreign Recipient that is claiming exemption from U.S. withholding tax under a treaty agrees to provide the Company with proof of tax residence in the applicable country by providing a certified taxpayer identification number (TIN), a certificate of residence or other documentary evidence. The obligation to deliver forms set forth in the preceding sentence shall not apply for any period during which any change in law or circumstance shall have eliminated any and all obligations imposed on the Company to withhold or deduct United States withholding tax in respect of payments made by the Company hereunder; provided that the Foreign Recipient has complied with all requirements, if any, imposed by statute, treaty, regulation or administrative practice of the United States necessary to eliminate such obligation to withhold by the Company. (d) The Company shall not be required to pay any additional amounts to a Foreign Recipient in respect of United States withholding tax pursuant to Section 4.09 or this Section 4.11 if the obligation to pay such additional amounts would not have arisen but for a failure by such Foreign Recipient to comply with the provisions of Section 4.11(c) for any reason (including a change in circumstances that renders such Foreign Recipient unable to so comply) other than (x) a change in applicable law, regulation or official interpretation thereof or (y) an amendment, modification or revocation of any applicable tax treaty or a change in official position regarding the application or interpretation thereof, in each case after the date hereof (and in the case of a Participant, after the date of assignment or transfer). In no event, however, will the Company be required to pay additional amounts if any obligation to pay such additional amounts would not have arisen but for the failure of the Foreign Recipient to comply with any requirement under a statute, treaty, regulations, or administrative practice of the United States to establish exemption from all or part of the tax in respect of which the additional amount would otherwise be paid. (e) If, solely as such Lender a result of an event described in clause (x) or (y) of Section 4.11(d), after the Agent shall determine date hereof (or, in good faith the case of a Participant, after the date of assignment or transfer), (i) any Foreign Recipient is unable to furnish the Company with a form otherwise required to be sufficient delivered by it pursuant to compensate such Lender Section 4.11(c), or the Agent for such additional cost, reduction, (ii) any Bank or any Foreign Recipient makes any payment or foregone interest becomes liable to make any payment on account of any Taxes, other than a United States withholding tax, with respect to payments by the Company hereunder, the Company may, at its option, either (x) prepay the Loans held by such Bank (or other sum. Each Lender such Foreign Recipient) or (y) continue to make payments to the Administrative Agent on behalf of such Bank or such Foreign Recipient under the terms of this Agreement and the Notes, which payments shall be made in accordance with the provisions hereof if the condition set forth in the next succeeding sentence is satisfied. If the Company exercises its option under clause (y) of the preceding sentence, the Company's obligation to make payments to the Administrative Agent in determining on behalf of such amounts Bank (or such Foreign Recipient) under the terms of this Agreement and the Notes without deduction for Taxes shall be conditioned on such Bank (or such Foreign Recipient), prior to the time that the next payment under the Notes is due (and thereafter as is required by applicable law), having furnished the Company with such certificate as may use be required, and having taken such other steps as reasonably may be available to it, under applicable tax laws and any reasonable averaging and attribution methods generally applied by applicable tax treaty or convention to obtain an exemption from, or reduction (to the lowest applicable rate) of, such Lender or the AgentTaxes.

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

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

Additional Costs, Etc. Notwithstanding anything herein Borrower agrees to the contrary, if pay any present Lender within ten (10) days after demand by any Lender or future applicable law, which expressionAgent an additional amount or amounts as such Lender or Agent shall reasonably determine will compensate such Lender, as used hereinthe case may be, includes statutesfor actual costs incurred in maintaining the Loans based on the LIBOR Rate as a result of: (a) the imposition after the date hereof of, rules and regulations thereunder and interpretations thereof or changes after the date hereof in, the reserve requirements now or hereafter promulgated by the Board of Governors of the Federal Reserve System of the United States, including, but not limited to, any competent court or by any governmental or other regulatory body or official charged with reserve on Eurocurrency Liabilities as defined in Regulation D at the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or ratios provided in such Regulation from time to time, it being agreed that the portion of the Outstanding Obligations bearing interest at the LIBOR Rate from time to time in accordance with the provisions of this Agreement shall be deemed to constitute Eurocurrency Liabilities, as defined by such Regulation; or (b) hereafter made upon any change, after the date hereof, in applicable law, rule or otherwise issued to any Lender regulation or in the Agent interpretation or administration thereof by any central bank domestic or other fiscal, monetary foreign governmental authority charged with the interpretation or other authority administration thereof (whether or not having the force of law)) or by any domestic or foreign court changing the basis of taxation of payments to Lenders, shall: (a) subject as the case may be, of the Outstanding Obligations or interest thereon or any Lender portion thereof at a LIBOR Rate or the Agent to any tax, levy, impost, duty, charge, fee, deduction other fees or withholding of any nature with respect to amounts payable under this Agreement, the Notes or the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans Documents (other than taxes based upon imposed on all or measured any portion of the overall income of Lenders by any State or the Federal government or on all or any portion of the overall income of any such Lender by the gross receipts, income State or profits country of incorporation or domicile of any such Lender or by any political subdivision or taxing authority of any State or the Agent Federal government or its franchise taxany such State or country), or (b) materially change the basis of taxation (except for changes in taxes on gross receiptsor imposing, income modifying or profits or its franchise tax) of payments to applying any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy special deposit or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) requirement against assets held byof, or deposits in with or for the account of, or loans credit extended by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions acquisition of funds for loans by Lenders, as the case may be, or requirements with respect to this Agreementimposing on Lenders, as the case may be, or on the London Interbank Market any other condition affecting the Notes or the other Loan Documents, Documents or the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any portion of the Loans or such Lender’s Commitment forms a part; and Outstanding Obligations bearing interest at the result of any of the foregoing is: (i) LIBOR Rate so as to increase the cost to any Lender Lenders, as the case may be, of making, funding, issuing, renewing, extending making or maintaining LIBOR Rates with respect to the Outstanding Obligations or any of the Loans, the Letters of Credit portion thereof or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum received or receivable or deemed received by such Lender or the Agent from the Borrower hereunderLenders, 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) , under this Agreement, the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Notes or the Agent such additional amounts as such other Loan Documents (whether of principal, interest or otherwise), by an amount deemed by any Lender or the Agent shall determine in good faith to be sufficient material, but without duplication for payments required under subsection (a) above. Failure on the part of Agent or any Lender to compensate demand compensation for any increased costs in any Interest Period shall not constitute a waiver of Lenders' rights to demand compensation for any increased costs incurred during any such Lender Interest Period or the Agent for such additional cost, reduction, payment in any other subsequent 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 Agentprior Interest Period.

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

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future change in 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 Lender, Liquidity Provider 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 Liquidity Provider or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Loan Agreement, the other Loan Documents, such Lender’s 's Commitment or Liquidity Provider's Liquidity Commitment, a Letter of Credit or the Loans Loan (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender or Liquidity Provider of the principal of or the interest on any the Loans or any other amounts payable to any Lender Lender, Liquidity Provider or the Administrative Agent under this Loan Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Loan Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderLender or Liquidity Provider, or (d) impose on any Lender or Liquidity Provider or the Administrative Agent any other conditions or requirements with respect to this Loan Agreement, the other Loan Documents, the LoansLoan, such Lender’s Commitment, a Letter of Credit 's Commitment or Liquidity Provider's Liquidity Commitment or any class of loans or commitments of which any of the Loans or such Lender’s 's Commitment or Liquidity Provider's Liquidity Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender or Liquidity Provider of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loan or such Lender’s 's Commitment or Liquidity Provider's Liquidity Commitment, or (ii) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or Liquidity Provider or the Administrative Agent hereunder on account of such Lender’s 's Commitment or Liquidity Provider's Liquidity Commitment, or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or Liquidity Provider or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Lender, Liquidity Provider or the Administrative Agent from the Borrower hereunder, and so long as such additional costs, reductions, payments or foregone interest or other sums are (x) applicable to and generally being collected by such Lender from all of its similarly situated customers in good faith, (y) not incurred due to a CP Disruption Event, and (z) not otherwise recovered or recoverable pursuant to another provision of this Loan Agreement, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or Liquidity Provider to such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied sum which has been incurred by such Lender or Liquidity Provider within the Agentninety (90) days prior to the date of such demand. If the Borrower incurs any costs with respect to any given Lender by reason of this (S)3.7, the Borrower will have the right to replace such Lender in accordance with the provisions of (S)3.12 hereof.

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

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender, the Administrative Agent, the Issuing Lender or the Agent Cash Management 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 Administrative Agent, the Issuing Lender or the Agent Cash Management Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan DocumentsDocuments or any Letters of Credit, such Lender’s Commitment, a Letter of Credit Lenders Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise taxAdministrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender, the Administrative Agent, the Issuing Lender or the Cash Management 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 and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, the Administrative Agent, the Issuing Lender or the Cash Management Bank, or (d) impose on any Lender the Administrative Agent, the Issuing Lender or the Agent Cash Management Bank any other conditions or requirements with respect to this Credit Agreement, the other Loan DocumentsDocuments or any Letters of Credit, the Loans, such Lender’s Lenders Commitment, a Letter of Credit or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Lenders Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender or the Issuing Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentLenders Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any such Lender, the Issuing Lender or the Administrative Agent hereunder on account of such Lender’s Commitment Lenders Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender, the Administrative Agent, the Issuing Lender or the Agent Cash Management Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender, the Administrative Agent, the Issuing Lender or the Agent Cash Management Bank from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Agent Administrative Agent, the Issuing Lender or the Cash Management Bank, at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender, the Administrative Agent, the Issuing Lender or the Agent Cash Management Bank such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender, the Administrative Agent, the Issuing Lender or the Agent Cash Management Bank for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied sum upon presentation by such Lender or (as the case may be) the Administrative Agent, the Issuing Lender or the Cash Management Bank of a certificate in accordance with 5.9 hereof; provided that the Borrower shall not be liable to any Lender, the Administrative Agent, the Issuing Lender or the Cash Management Bank for such additional costs incurred more than one hundred eighty (180) days prior to receipt by the Borrower of such demand for payment from such Person.

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

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

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

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable lawApplicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender▇▇▇▇▇▇’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the gross receiptsdefinition of Excluded Taxes, income or profits of such Lender or the Agent or its franchise taxand Connection Income Taxes), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender▇▇▇▇▇▇’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender▇▇▇▇▇▇’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender▇▇▇▇▇▇’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent. For purposes of §4.8 and §4.9, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and gone into effect after the date hereof regardless of when adopted, enacted or issued.

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall: (a) subject any Lender Lender, Agent or the Agent Issuing Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Lender, Agent or its franchise taxIssuing Bank), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender Lender, Agent or 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 and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderLender or Issuing Bank, or (d) impose on any Lender Lender, Agent or the Agent Issuing Bank any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Commitment, a Letter of Credit Commitment or any class of loans loans, letters of credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing clauses (a) through (d) is: (i) to increase the cost to any Lender or Issuing Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s CommitmentCommitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to any Lender such Lender, Agent or the Agent Issuing Bank hereunder on account of such Lender’s Commitment Commitment, any Letter of Credit or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender such Lender, Agent or the Agent Issuing Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Lender, Agent or the Agent Issuing Bank from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the any Agent or Issuing Bank at any time and from time to time and as often as the occasion therefor may arise, and receipt by the Borrowers of a certificate meeting the requirements of §5.9, pay to such Lender Lender, Agent or the Agent Issuing Bank such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender Lender, Agent or the Agent Issuing Bank for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

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

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

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

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

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

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

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

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

Additional Costs, Etc. Notwithstanding anything herein to If any introduction of, or change in or in the contrary, if interpretation of any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)), shall: (a) subject any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, Loans or such Lender’s Commitment, a Letter of Credit or the Loans Commitment (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent or its franchise taxand taxes covered by § 3.2), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxprofits) of payments to any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent of the principal fees or interest in respect of or the interest on any Letters of Credit, Loans or any other amounts payable to any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, the Fronting Bank, the LC Administrator or the Administrative Agent, or (d) impose on any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the any Letters of Credit, any Loans, such Lender’s Commitment, a Letter of Credit or any class loans, letters of loans credit or commitments of which any of the Loans or such Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s CommitmentCommitment or any Loan or Letter of Credit, or (ii) to reduce the amount of principalinterest, interest Reimbursement Obligation or other amount payable to any Lender such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans Loan or the Letters Letter of Credit, or (iii) to require any Lender such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent to make any payment or to forego any interest or principal or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or principal or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the each Borrower will, within fifteen (15) days of upon demand made by such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender Lender, the LC Administrator or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender and , provided, that the Agent in determining such Borrowers shall not be obligated to pay any additional amounts may use which were incurred by any reasonable averaging and attribution methods generally applied by such Lender of the Lenders, the Fronting Bank, the LC Administrator or the Administrative Agent more than forty-five (45) days prior to the date on which such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent, as the case may be, had knowledge of such additional amounts. The Lender, the Fronting Bank, the LC Administrator or the Administrative Agent shall present a certificate setting forth a reasonable calculation of the amount of such increased costs as per §3.6 hereof.

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

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s 's Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s 's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s 's Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s 's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s 's Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such -43- Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (db) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit 's Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms form a part; , and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest interest, or other amount payable to any such Lender or the Administrative Agent hereunder on account of such Lender’s 's Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sumsum (other than taxes which shall be treated exclusively pursuant to Section 5.2.2). Each The failure or delay on the part of any Lender and to demand compensation for any increased costs shall not constitute a waiver of such Lender's right to demand such compensation; provided, that no Borrower shall be under any obligation to compensate any Lender under this Section 5.6 for any increased costs with respect to any period prior to the Agent in determining date that is 120 days prior to such amounts may use any reasonable averaging and attribution methods generally applied by request if such Lender or knew of the Agentcircumstances giving rise to such increased costs and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs.

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

Additional Costs, Etc. Notwithstanding anything herein to the contraryIf any change in any present applicable law, or if any present or future applicable law, (which expression, as used herein, includes (i) 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 thereof, and requests, (ii) directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of lawauthority), shall: (a) subject any such Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender Lender, including without limitation profits or receipts with respect to the Agent or its franchise taxLoans and other than any withholding tax imposed on any payments by the Borrowers to such Lender), ; or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise taxand except for any withholding tax imposed on any payments by the Borrowers to the Lenders) of payments to any such Lender of the principal of or the interest on any Loans or any other amounts payable to any such Lender under this Credit Agreement or the other Loan Documents, ; or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunderlaw, but only if it is mandatory that such Lender comply) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any such Lender, ; or (d) impose on any such Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing isis to: (i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending issuing or maintaining any of the Loans, Loans or its Percentage of the Letters of Credit or such Lender’s Total Commitment, ; or (ii) to reduce the amount of principal, interest or other amount payable to any such Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or its Percentage of the Letters of Credit, Total Commitment; or (iii) to require any such Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, ; then, and in each such case, the Borrower will, within fifteen (15) days Borrowers will immediately following receipt of demand made by such Lender or (as the case may be) written notice from the Agent at any time and from time to time and as often as on behalf of such Lender, which written notice shall include a description of the occasion therefor may ariserelevant change in law, calculations of the amounts payable, pay to the Agent on behalf of such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

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

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

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

Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official Governmental Authority charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority Governmental Authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower Borrowers hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions conditions, cost, expense or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending extending, continuing, converting or maintaining any of the Loans, the Letters of Credit Loans or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of CreditLoans, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall 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. Each of Borrowers’ obligations under this §4.9 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and the Hedge Obligations. Notwithstanding the foregoing, Borrowers shall not be required to compensate any Lender pursuant to this §4.9 for any increased costs or reductions incurred more than 180 days prior to the date of such Lender’s demand. Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (including, without limitation, or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, rule, regulation or guidelines or the interpretation thereof for the purposes of this Section regardless of the date enacted, adopted or issued.

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

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