Common use of Additional Costs, Etc Clause in Contracts

Additional Costs, Etc. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender; (b) subject any Lender, any Swingline Lender or the Issuing Lender to any Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes or Other Taxes covered by §6.12 and any Excluded Taxes); (c) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loans; and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be material, of making or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent such additional amounts as will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder.

Additional Costs, Etc. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Raterequirement) or the Issuing LenderBank; (b) subject any Lender, any Swingline Lender or the Issuing Lender Bank to any Tax tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Eurocurrency Rate Loan made by it it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by §6.12 5.12 and the imposition of, or any change in the rate of, any Excluded TaxesTax payable by such Lender or the Issuing Bank);; or (c) impose on any Lender or the Issuing Lender Bank or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loanstherein; and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be material, of making or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, Bank hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt upon request of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may ariseIssuing Bank, the Borrowers will pay to such Lender or such Agent the Issuing Bank, as the case may be, such additional amount or amounts as will be sufficient to compensate such Lender or such Agent the Issuing Bank, as the case may be, for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts costs incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereundersuffered.

Additional Costs, Etc. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Ratecontemplated by §5.10) or the Issuing LenderL/C Issuer; (b) subject any Lender, any Swingline Lender or the Issuing Lender Recipient to any Tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Credit Agreementthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, any Letter loan principal, letters of Creditcredit, any participation in a Letter of Credit commitments, or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes other obligations, or Other Taxes covered by §6.12 and any Excluded Taxes);its deposits, reserves, other liabilities or capital attributable thereto; or (c) impose on any Lender or the Issuing Lender L/C Issuer or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loanstherein; and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be materialof making, of making converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, L/C Issuer hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt upon request of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may ariseL/C Issuer, the Borrower will pay to such Lender or such Agent the L/C Issuer, as the case may be, such additional amount or amounts as will be sufficient to compensate such Lender or such Agent the L/C Issuer, as the case may be, for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts costs incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereundersuffered.

Additional Costs, Etc. If any Change in Law 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) imposeimpose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement, modify or deem applicable including without limitation, to the extent considered in the calculation of the LIBOR Rate) any reserve, special deposit, compulsory loanreserve, insurance charge assessment, liquidity, capital adequacy or other similar requirement requirements (whether or not having the force of law) against assets ofheld by, or deposits with in or for the account of, or credit extended or participated in loans by, or letters of credit issued by, or commitments of an office of any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender;, or (b) subject impose on any Lender, any Swingline Lender or the Issuing Lender to Agent any Tax of any kind whatsoever other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letter Letters of Credit, any participation in a Letter of Credit the LIBOR Rate Loans, such Lender’s Commitment to make LIBOR Rate Loans, or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes class of loans, letters of credit or Other Taxes covered by §6.12 and commitments of which any Excluded Taxes); (c) impose on any Lender or of the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered LIBOR Rate Loans made by or such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory CostLender’s Commitment to make LIBOR Rate Loans forms a part, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loans; and the result of any of the foregoing shall be is: (c) to increase the cost to such any Lender by an amount that such Lender deems to be materialof making, of making funding, issuing, renewing, extending or maintaining any Loan of the interest on which is determined by reference to the Applicable Offered LIBOR Rate (Loans or of maintaining its obligation such Lender’s Commitment to make LIBOR Rate Loans or any such Loan)Letter of Credit, or (d) to reduce the amount of principal, interest, Reimbursement Obligation or to increase the cost other amount payable to such Lender or the Issuing Lender by an amount that Agent hereunder on account of such Lender’s Commitment to make LIBOR Rate Loans, any Letter of Credit or any of the LIBOR Rate Loans, or (e) to require such Lender or the Issuing Lender, as the case may be, deems Agent to be material, of participating in, issuing or maintaining make any Letter of Credit (or of maintaining its obligation to participate in payment or to issue forego any Letter interest or Reimbursement Obligation or other sum payable hereunder in respect of any LIBOR Rate Loans or Letters of Credit), the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to reduce the gross amount of any sum receivable or deemed received or receivable by such Lender or the Issuing Lender by an amount that such Lender or Agent from the Issuing LenderBorrower hereunder in respect thereof, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) upon demand made by such Lender or such (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 such the Agent such additional amounts as will be sufficient to compensate such Lender or such the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder.

Additional Costs, Etc. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender; (b) subject any Lender, any Swingline Lender or the Issuing Lender to any Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes or Other Taxes covered by §6.12 and any Excluded Taxes); (c) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes)therein; or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loans; and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be material, of making or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent such additional amounts as will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder.

Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any Change in Law shall: (a) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) impose, modify or deem applicable any reserve, special deposit, reserve (other than the Reserve Percentage), compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender; (b) subject any Lender, any Swingline Lender or the Issuing Lender to any Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes or Other Taxes covered by §6.12 and any Excluded Taxes);or (c) impose on any Lender or the Issuing Lender or the London interbank Interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Applicable Offered Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loanstherein; and the result of any of the foregoing shall be is: (i) to increase the cost to such Lender by an amount that or such Lender deems to be materialother Recipient of making, of making converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Lender, the Issuing Lender by an amount that or such Lender or the Issuing Lender, as the case may be, deems to be material, other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or or (ii) to reduce the amount of principal, interest or other amount payable to any Lender, the Issuing Lender or other Recipient hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or such other Recipient to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender or such other Recipient from the Issuing Lender by an amount that such Lender or the Issuing LenderBorrower hereunder, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten fifteen (1015) Business Days after such Borrower’s receipt days of demand (or within sixty (60) days of demand if the amount demanded by a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6Recipient is in excess of $100,000.00) made by such Lender or such Agent a Recipient at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent Recipient such additional amounts as will such Recipient shall determine in good faith to be sufficient to compensate such Lender or such Agent Recipient for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder.

Additional Costs, Etc. (a) If any Change in Law shall: (ai) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (ii) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Ratecontemplated by §4.5(b)) or the Issuing Lenderany L/C Issuer; (biii) subject impose on any Lender, any Swingline Lender L/C Issuer or the Issuing Lender to any Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes or Other Taxes covered by §6.12 and any Excluded Taxes); (c) impose on any Lender or the Issuing Lender Agent or the London interbank market any other conditionconditions, cost costs, expenses or expense affecting requirements with respect to this Agreement, the other Loan Documents, the Loans, the Total Revolving Credit Agreement Commitment, the aggregate amount of Delayed Draw Term Commitments of all Lenders or Applicable Offered Rate any class of Loans made by such Lender or commitments of which any of the Loans or the Total Revolving Credit Commitment or the aggregate amount of Delayed Draw Term Commitments of all Lenders forms a part or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loanstherein; and the result of any of the foregoing shall be is (A) to increase the cost to such Lender by an amount that or such Lender deems to be materialL/C Issuer of making, of making funding, issuing, renewing, extending or maintaining any Loan of the interest on which is determined by reference to the Applicable Offered Rate (Loans or of maintaining its such Lender’s obligation to make any such Loan), Loans or to increase the cost to such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or or (B) to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, hereunder (whether of principal, interest or other amount paid or payable to such Lender, L/C Issuer or the Agent hereunder on account of any other amount) of the Commitments, Loans or Letters of Credit, or then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt submission of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable applicable certificate pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may arise4.7, pay to such Lender Lender, such L/C Issuer or such Agent the Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Lender or such the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender Lender, an L/C Issuer or the Agent pursuant to this §6.6 Section for any such additional amounts incurred more than six months 180 days prior to the date that such Lender notifies Lender, such Borrower of such Lender’s intention L/C Issuer or the Agent, as the case may be, provides notice thereof to claim compensation thereforthe Borrower; and provided further that, if the circumstances event giving rise notice to such claim have a retroactive effectadditional amount is retroactive, then such sixthe 180-month day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing provisions of this Section, each Lender, each L/C Issuer and the Agent agrees that amounts claimed under this §4.5 shall be reasonably determined by such retroactive effect. With respect to any existing Lender as Lender, such L/C Issuer or the Agent (which determination, in each case, shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the date a Person becomes a Designated Subsidiary hereunderapplicable Lender, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, applicable L/C Issuer or the amount Lender under agreements having provisions similar to this §4.5 after consideration of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by factors as such Lender Person then reasonably determines to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunderrelevant).

Additional Costs, Etc. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Raterequirement) or the any Issuing LenderBank; (b) subject any Lender, any Swingline Lender or the any Issuing Lender Bank to any Tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Credit Agreementthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, any Letter loan principal, letters of Creditcredit, any participation in a Letter of Credit commitments, or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes other obligations, or Other Taxes covered by §6.12 and any Excluded Taxes)its deposits, reserves, other liabilities or capital attributable thereto; (c) impose on any Lender or the any Issuing Lender Bank or the London applicable interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes)therein; or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent 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 Applicable Offered Eurocurrency Rate Loans; Loans denominated in an Alternative Currency, and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be material, of making or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, Bank hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt upon request of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as Issuing Bank, the occasion therefor may arise, Borrower will pay to such Lender or such Agent Issuing Bank, as the case may be, such additional amount or amounts as will be sufficient to compensate such Lender or such Agent Issuing Bank, as the case may be, for such additional costcosts incurred or reduction suffered. Notwithstanding the foregoing, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required liable to compensate a any Lender pursuant to this §6.6 or the Administrative Agent for any amounts such costs incurred more than six months sixty (60) days prior to receipt by the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if demand 47438543.7 for payment from such Lender or (as the circumstances giving rise case may be) the Administrative Agent unless such costs were incurred prior to such claim have 60-day period solely as a retroactive effect, then such six-month period shall be extended to include the period result of such present or future applicable law being retroactive effect. With respect to any existing Lender as of the a date a Person becomes a Designated Subsidiary hereunder, if the cost which occurred prior to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder60-day period.

Additional Costs, Etc. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender; (b) subject any Lender, any Swingline Lender or the Issuing Lender to any Tax tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by §6.12 and the imposition of, or any change in the rate of, any Excluded TaxesTax payable by such Lender or the Issuing Lender); (c) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes)therein; or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loans; and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be material, of making or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent such additional amounts as will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder.

Additional Costs, Etc. If any Change in Law change after the Closing Date to any present applicable law or if any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender 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) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Raterequirement) or the any Issuing LenderBank; (b) subject any Lender, any Swingline Lender or the any Issuing Lender Bank to any Tax tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Eurocurrency Rate Loan made by it it, or change the basis of taxation of payments to such Lender or such Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by §6.12 4.3.3 and the imposition of, or any change in the rate of, any Excluded TaxesTax payable by such Lender or such Issuing Bank); (c) impose on any Lender or the any Issuing Lender Bank or the London applicable interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes)therein; or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent 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 Applicable Offered Eurocurrency Rate Loans; Loans denominated in an Alternative Currency, and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be material, of making or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, Bank hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt upon request of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as Issuing Bank, the occasion therefor may arise, Borrower will pay to such Lender or such Agent Issuing Bank, as the case may be, such additional amount or amounts as will be sufficient to compensate such Lender or such Agent Issuing Bank, as the case may be, for such additional costcosts incurred or reduction suffered. Notwithstanding the foregoing, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required liable to compensate a any Lender pursuant to this §6.6 or the Administrative Agent for any amounts such costs incurred more than six months sixty (60) days prior to receipt by the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if demand for payment from such Lender or (as the circumstances giving rise case may be) the Administrative Agent unless such costs were incurred prior to such claim have 60-day period solely as a retroactive effect, then such six-month period shall be extended to include the period result of such present or future applicable law being retroactive effect. With respect to any existing Lender as of the a date a Person becomes a Designated Subsidiary hereunder, if the cost which occurred prior to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder60-day period.

Additional Costs, Etc. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Raterequirement) or the any Issuing LenderBank; (b) subject any Lender, any Swingline Lender or the any Issuing Lender Bank to any Tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Credit Agreementthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, any Letter loan principal, letters of Creditcredit, any participation in a Letter of Credit commitments, or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes other obligations, or Other Taxes covered by §6.12 and any Excluded Taxes);its deposits, reserves, other liabilities or capital attributable thereto; or (c) impose on any Lender or the any Issuing Lender Bank or the London applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Applicable Offered Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes)therein; or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loans; and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be material, of making or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, Bank hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt upon request of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as Issuing Bank, the occasion therefor may arise, Borrower will pay to such Lender or such Agent Issuing Bank, as the case may be, such additional amount or amounts as will be sufficient to compensate such Lender or such Agent Issuing Bank, as the case may be, for such additional costcosts incurred or reduction suffered. Notwithstanding the foregoing, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required liable to compensate a any Lender pursuant to this §6.6 or the Administrative Agent for any amounts such costs incurred more than six months sixty (60) days prior to receipt by the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if demand for payment from such Lender or (as the circumstances giving rise case may be) the Administrative Agent unless such costs were incurred prior to such claim have 60-day period solely as a retroactive effect, then such six-month period shall be extended to include the period result of such present or future applicable law being retroactive effect. With respect to any existing Lender as of the a date a Person becomes a Designated Subsidiary hereunder, if the cost which occurred prior to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder60-day period.

Additional Costs, Etc. If any Change in Law 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 any Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) imposeimpose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement, modify or deem applicable including without limitation, to the extent considered in the calculation of the LIBOR Rate) any reserve, special deposit, compulsory loanreserve, insurance charge assessment, liquidity, capital adequacy or other similar requirement requirements (whether or not having the force of law) against assets ofheld by, or deposits with in or for the account of, or credit extended or participated in loans by, or letters of credit issued by, or commitments of an office of any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender;, or (b) subject impose on any Bank Lender, Lender Group or any Swingline Lender Agent any other conditions or the Issuing Lender to any Tax of any kind whatsoever requirements with respect to this Credit Agreement, any Letter of Creditthe other Loan Documents, any participation in a Letter of Credit the LIBOR Rate Loans, such Lender’s or Lender Group Commitment to make LIBOR Rate Loans, or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes class of loans or Other Taxes covered by §6.12 and commitments of which any Excluded Taxes); (c) impose on any Lender or of the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered LIBOR Rate Loans made by or such Lender’s or Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory CostGroup Commitment to make LIBOR Rate Loans forms a part, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loans; and the result of any of the foregoing shall be is: (c) to increase the cost to such any Lender by an amount that such or Lender deems to be materialGroup of making, of making funding, issuing, renewing, extending or maintaining any Loan of the interest on which is determined by reference to the Applicable Offered LIBOR Rate (Loans or of maintaining its obligation such Lender’s or Lender Group Commitment to make any such Loan)LIBOR Rate Loans, or (d) to reduce the amount of principal, interest, or to increase the cost other amount payable to such Lender or the Issuing Administrative Agent hereunder on account of such Lender’s or Lender by an amount that Group Commitment to make LIBOR Rate Loans, or any of the LIBOR Rate Loans, or (e) to require such Bank Lender, Lender Group, or the Issuing Lender, as the case may be, deems Administrative Agent to be material, of participating in, issuing or maintaining make any Letter of Credit (or of maintaining its obligation to participate in payment or to issue forego any Letter interest or other sum payable hereunder in respect of Credit)any LIBOR Rate Loans, the amount of which payment or foregone interest or other sum is calculated by reference to reduce the gross amount of any sum receivable or deemed received or receivable by such Bank Lender, Lender Group or the Issuing Lender by an amount that such Lender or Administrative Agent from the Issuing LenderBorrower hereunder in respect thereof, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) upon demand made by such Bank Lender, Lender Group or such (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 Bank Lender, such Lender Group or such the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender, such Lender Group or such the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder.

Additional Costs, Etc. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Ratecontemplated by §5.12) or the Issuing LenderL/C Issuer; (b) subject any Lender, any Swingline Lender or the Issuing Lender Recipient to any Tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Credit Agreementthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, any Letter loan principal, letters of Creditcredit, any participation in a Letter of Credit commitments, or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes other obligations, or Other Taxes covered by §6.12 and any Excluded Taxes);its deposits, reserves, other liabilities or capital attributable thereto; or (c) impose on any Lender or the Issuing Lender L/C Issuer or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loanstherein; and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be materialof making, of making converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, L/C Issuer hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt upon request of a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may ariseL/C Issuer, the Borrower will pay to such Lender or such Agent the L/C Issuer, as the case may be, such additional amount or amounts as will be sufficient to compensate such Lender or such Agent the L/C Issuer, as the case may be, for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for any amounts costs incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunder.suffered..

Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any Change in Law shall: (a) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) impose, modify or deem applicable any reserve, special deposit, reserve (other than the Reserve Percentage), compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender; (b) subject any Lender, any Swingline Lender or the Issuing Lender to any Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes or Other Taxes covered by §6.12 and any Excluded Taxes);or (c) impose on any Lender or the Issuing Lender or the London interbank Interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Applicable Offered Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loanstherein; and the result of any of the foregoing shall be is: (i) to increase the cost to such Lender by an amount that or such Lender deems to be materialother Recipient of making, of making converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Lender, the Issuing Lender by an amount that or such Lender or the Issuing Lender, as the case may be, deems to be material, other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or or (ii) to reduce the amount of principal, interest or other amount payable to any Lender, the Issuing Lender or other Recipient hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or such other Recipient to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender or such other Recipient from the Issuing Lender by an amount that such Lender or the Issuing LenderBorrower hereunder, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten fifteen (1015) Business Days after such Borrower’s receipt days of demand (or within sixty (60) days of demand if the amount demanded by a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6Recipient is in excess of $100,000.00) made by such Lender or such Agent a Recipient at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent Recipient such additional amounts as will such Recipient shall reasonably determine in good faith to be sufficient to compensate such Lender or such Agent Recipient for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for . Each Recipient in determining such amounts may use any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; reasonable averaging and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed attribution methods generally applied by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunderRecipient.

Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any Change in Law shall: : (a) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) impose, modify or deem applicable any reserve, special deposit, reserve (other than the Reserve Percentage), compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender; (b) subject any Lender, any Swingline Lender or the Issuing Lender to any Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes or Other Taxes covered by §6.12 and any Excluded Taxes); (c) impose on any Lender or the Issuing Lender or the London interbank Interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Applicable Offered Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loanstherein; and the result of any of the foregoing shall be is: (i) to increase the cost to such Lender by an amount that or such Lender deems to be materialother Recipient of making, of making converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Lender, the Issuing Lender by an amount that or such Lender or the Issuing Lender, as the case may be, deems to be material, other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or (ii) to reduce the amount of principal, interest or other amount payable to any Lender, the Issuing Lender or other Recipient hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or such other Recipient to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender or such other Recipient from the Issuing Lender by an amount that such Lender or the Issuing LenderBorrower hereunder, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten fifteen (1015) Business Days after such Borrower’s receipt days of demand (or within sixty (60) days of demand if the amount demanded by a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6Recipient is in excess of $100,000.00) made by such Lender or such Agent a Recipient at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent Recipient such additional amounts as will such Recipient shall reasonably determine in good faith to be sufficient to compensate such Lender or such Agent Recipient for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for . Each Recipient in determining such amounts may use any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; reasonable averaging and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed attribution methods generally applied by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunderRecipient.

Additional Costs, Etc. If any Change present or future, or any change in Law any present or future, applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (ai) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender; (b) subject any Lender, any Swingline Lender or the Issuing Lender to any Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes or Other Taxes covered by §6.12 and any Excluded Taxes); (c) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Applicable Offered Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent increase 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 funding, issuing, renewing, extending or maintaining Applicable Offered Rate the Loans; and the result of any of the foregoing shall be to increase the cost to such Lender by an amount that such Lender deems to be material, of making or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, of participating in, issuing or maintaining any Letter of Credit or such Lender’s Commitment, or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or ii) to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender by an amount that such Lender or the Issuing Lender, as the case may be, deems to be material, hereunder (whether of principal, interest or other amounts payable to such Lender hereunder on account of such Lender’s Commitment, the Loans or any Letter of Credit, or (iii) to require such Lender to make any payment or to forego any interest or Reimbursement Obligation or other amount) 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 from the Borrower hereunder, then, and in each such case, the Applicable Borrower will, within ten (10) Business Days after such Borrower’s receipt of a upon written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6) demand made by such Lender or such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent such additional amounts as will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sumsum (after such Lender shall have allocated the same fairly and equitably among all customers of any class generally affected thereby); provided that in the Applicable event that such additional cost, reduction, payment, or foregone interest or Reimbursement Obligations or other sum which was incurred by such Lender is subsequently returned or reimbursed to such Lender, such Lender shall return or reimburse to the Borrower shall not be required to compensate a Lender any additional amount paid pursuant to this §6.6 for any amounts incurred more than six months prior 4.8 by the Borrower to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if with respect thereto. In the circumstances 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. With respect to event that any existing Lender as of the date a Person becomes a Designated Subsidiary hereunderforegoing events occur, if the cost each Lender will use its reasonable efforts to any take such Lender of making or maintaining any Loan actions as are reasonably feasible and available to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed by such Lender to be material, by reason of decrease the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction costs payable hereunder; provided that no Lender shall be deemed for purposes of required to transfer any activities related to this §6.6 Agreement to be the result of a Change any jurisdiction in Law occurring on the date such Person becomes a Designated Subsidiary hereunder.which such

Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any Change in Law shall: (a) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) impose, modify or deem applicable any reserve, special deposit, reserve, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Applicable Offered Rate) or the Issuing Lender; (b) subject any Lender, any Swingline Lender or the Issuing Lender to any Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Applicable Offered Rate Loan made by it (except for Indemnified Taxes or Other Taxes covered by §6.12 and any Excluded Taxes);or (c) impose on any Lender or the Issuing Lender or the London interbank relevant market for obtaining quotations for any Benchmark any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Applicable Offered Rate Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes); or (d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Applicable Offered Rate Loanstherein; and the result of any of the foregoing shall be is: (i) to increase the cost to such Lender by an amount that or such Lender deems to be materialother Recipient of making, of making converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Applicable Offered Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Lender, the Issuing Lender by an amount that or such Lender or the Issuing Lender, as the case may be, deems to be material, other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or or (ii) to reduce the amount of principal, interest or other amount payable to any Lender, the Issuing Lender or other Recipient hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or such other Recipient to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender or such other Recipient from the Issuing Lender by an amount that such Lender or the Issuing LenderBorrower hereunder, as the case may be, deems to be material, hereunder (whether of principal, interest or any other amount) then, and in each such case, the Applicable Borrower will, within ten fifteen (1015) Business Days after such Borrower’s receipt days of demand (or within sixty (60) days of demand if the amount demanded by a written request (setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this §6.6 and certifying that at such time such Lender has generally assessed such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this §6.6Recipient is in excess of $100,000.00) made by such Lender or such Agent a Recipient at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or such Agent Recipient such additional amounts as will such Recipient shall reasonably determine in good faith to be sufficient to compensate such Lender or such Agent Recipient for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this §6.6 for . Each Recipient in determining such amounts may use any amounts incurred more than six months prior to the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation therefor; reasonable averaging and provided further that, if the circumstances 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. With respect to any existing Lender as of the date a Person becomes a Designated Subsidiary hereunder, if the cost to any such Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of a Designated Subsidiary is increased, or the amount of any sum received or receivable by any such Lender (or its applicable Lending Office) is reduced by an amount deemed attribution methods generally applied by such Lender to be material, by reason of the fact such Designated Subsidiary is incorporated, organized, engaged in business or otherwise resides for the applicable Tax or other purposes in, a jurisdiction outside the United States, then such additional cost or reduction shall be deemed for purposes of this §6.6 to be the result of a Change in Law occurring on the date such Person becomes a Designated Subsidiary hereunderRecipient.