Common use of Additional Costs, Etc Clause in Contracts

Additional Costs, Etc. After the Closing Date, if any Change in Law shall: (a) subject any Bank 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 Bank's Commitment or Loans (other than Covered Taxes and Income Taxes); or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank or the Administrative Agent) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; or (c) without duplication of any amount required to be paid pursuant to Section 2.12, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity or other similar requirements (whether or not having the force of law) 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 Bank; or (d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of Loans or commitments of which any of the Loans or such Bank's Commitment forms a part; and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such Bank's Commitment; or (ii) to reduce the amount of principal, interest, or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment or any of the LIBOR Loans; or (iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder in relation to LIBOR 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 Bank or the Administrative Agent from the Borrower hereunder, then, in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Rate, the Borrower will, upon demand made by such Bank (with a copy to the Administrative Agent) 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 Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (without duplication for recovery of such amounts under any other provision hereof), provided, however, that the Borrower shall not be liable to any Bank or the Administrative Agent for costs incurred more than 90 days prior to the receipt by the Borrower of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customers.

Additional Costs, Etc. After the Closing Date, if If any Change in Law shall: (a) subject any Bank 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 Bank's Lender’s Commitment or the Loans (other than Covered Indemnified Taxes and Income Taxesor Other Taxes covered by §4.1); , or (b) materially change the basis of taxation (except for changes in Income other than with respect to (i) Excluded Taxes of such Bank and (ii) Indemnified Taxes or the Administrative AgentOther Taxes covered by §4.1) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Administrative Agent Lender under this Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank; Lender, or (d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Bank's Lender’s Commitment, or any class of Loans loans or commitments of which any of the Loans or such Bank's Lender’s Commitment forms a part; and the result of any of the foregoing is: (iA) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such Bank's Lender’s Commitment; , or (iiB) to reduce the amount of principal, interest, interest or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Lender’s Commitment or any of the LIBOR Loans; , or (iiiC) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower will, promptly upon demand made by the Agent or such Bank Lender (with a copy such demand to be made promptly by the Administrative Agent) Agent or (as such Lender upon the case may be) the Administrative Agent 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 Bank Lender or the Administrative Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (without duplication for recovery sum, provided that such Lender or the Agent 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 under any other provision hereof), provided, however, that the Borrower shall not be liable to any Bank or the Administrative Agent for costs incurred more than 90 days prior to the receipt by the Borrower of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customersaccordance with its customary practices.

Additional Costs, Etc. After (a) If any future applicable law or any change in interpretation of any present 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 Closing Dateadministration or the interpretation thereof and requests, if directives, instructions and notices at any Change in Law 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: (ai) subject any Bank 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 Bank's Lender’s Revolving Credit Commitment or the Loans (other than Covered Taxes taxes based upon or measured by the income or profits of such Lender or the Agent, taxes imposed by FATCA and Income Taxestaxes covered by §6.2.2); , or (bii) materially change the basis of taxation (except for changes in Income Taxes of such Bank or the Administrative Agent) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; or (c) without duplication of any amount required to be paid pursuant to Section 2.12, 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 liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank; Lender, or (diii) impose on any Bank 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 Bank's Lender’s Revolving Credit Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such Bank's Lender’s Revolving Credit Commitment forms a part; and the result of any of the foregoing is: (iA) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such Bank's Commitment; Lender’s Revolving Credit Commitment or any Letter of Credit, or (iiB) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Commitment Lender’s Revolving Credit Commitment, any Letter of Credit or any of the LIBOR Loans; , or (iiiC) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower Borrowers will, upon demand made by such Bank (with a copy to the Administrative Agent) 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 Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum sum. (without duplication b) Failure or delay on the part of any Lender to demand compensation for recovery any increased costs or reductions in amounts received or receivable or reductions in return on capital shall not constitute a waiver of such amounts Lender’s right to demand such compensation; provided that the Borrowers shall not be under any other provision hereof), obligation to compensate any Lender under subclause (a) above with respect to increased costs or reductions with respect to any period prior to the date that is one year prior to such request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided, howeverfurther, that the Borrower foregoing limitation shall not be liable apply to any Bank increased costs or reductions arising out of the Administrative Agent for costs incurred more than 90 days prior to the receipt by the Borrower retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day one year period, and provided further that the Borrower is treated no differently than such Bank's other customers.

Additional Costs, Etc. After If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and applicable interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the Closing Dateadministration or the interpretation thereof and requests, if directives, instructions and notices at any Change in Law time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank 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 Bank's Lender’s Commitment or the Loans (other than Covered Taxes and Income Taxestaxes based upon or measured by the income or profits of such Lender or the Administrative Agent); , or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12, 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 liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank; Lender, or (d) impose on any Bank 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 Bank's Lender’s Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such Bank's Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such Bank's Commitment; Lender’s Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Commitment Lender’s Commitment, any Letter of Credit or any of the LIBOR Loans; , or (iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower Borrowers will, upon demand made by such Bank (with a copy to the Administrative Agent) 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 Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum (without duplication for recovery of such amounts under any other provision hereof), provided, however, that the Borrower shall not be liable to any Bank or the Administrative Agent for costs incurred more than 90 days prior to the receipt by the Borrower of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customerssum.

Additional Costs, Etc. After the Closing Date, if If any Change in Law shall: (a) subject any Bank or the Administrative Agent Recipient to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment or Loans Taxes (other than Covered (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) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12impose, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byby or participated in, or letters of credit issued byby or participated in, or commitments of an office of any Bank; , or (d) impose on any Bank or the Administrative Agent or any interbank market any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Bank's ’s Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such Bank's ’s Commitment forms a part; and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such any Bank of making, funding, issuing, renewing, extending extending, participating in, converting, continuing or maintaining any of the LIBOR Loans or such Bank's ’s Commitment; , or (ii) to reduce the amount of principal, interest, interest or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's ’s Commitment or any of the LIBOR Loans; , or (iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from the Borrower hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower will, upon demand made within thirty (30) days after notice by the Agent, such Bank (with a copy such notice to be given promptly by the Administrative Agent) or (as , such Bank upon the case may be) the Administrative Agent making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in §5.8, pay to such Bank or the Administrative Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (without duplication for recovery of sum, provided that such amounts under any other provision hereof), provided, however, that the Borrower shall not be liable to any Bank or the Administrative Agent for costs incurred more than 90 days prior to is imposing such charges on the receipt Borrower in a non-discriminatory manner, as determined in good faith by the Borrower Agent without any obligation to disclose the identity of such demand for payment from such Bank any other borrower or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customerscredit facility.

Additional Costs, Etc. After the Closing Date, if If any Change in Law shall: (a) subject any Bank 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 BankLender's Commitment or the Loans (other than Covered Taxes and Income Taxestaxes based upon or measured by the income or profits of such Lender or the Administrative Agent); , or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12, 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 liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank; Lender, or (d) impose on any Bank 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 BankLender's Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such BankLender's Commitment forms a part; , and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such BankLender's Commitment; Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the LIBOR Loans; , or (iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower hereunder, (e) impose on any Lender or the Administrative Agent any Mandatory Costs with respect to this Credit Agreement, the other Loan Documents, such Lender's Commitment or the Loans, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower will, upon demand made by such Bank (with a copy to the Administrative Agent) Lender or (as the case may be) the Administrative Agent and receipt of a certificate detailing such additional costs at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent Agent, within ten (10) Business Days of receipt of such demand and certificate, such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum (without duplication for recovery other than loss of such amounts under any other provision hereofanticipated profits), provided, however, provided that the Borrower shall not be liable to any Bank Lender or the Administrative Agent for costs incurred more than 90 sixty (60) days prior to the receipt by the Borrower of such demand for payment from such Bank or (Lender or, as the case may be) , the Administrative Agent Agent, unless such costs were incurred prior to such 90-sixty (60) day period as a result of such Change in Law present or future applicable law being retroactive to a date which occurred prior to such 90-sixty (60) day periodperiod and such Lender or, and provided further that as the case may be, the Administrative Agent, has given notice to the Borrower is treated no differently than of the effectiveness of such Bank's other customerslaw within sixty (60) days after the effective date thereof. In addition, notwithstanding the foregoing provisions of this Section 5.7, a Lender shall not be entitled to compensation pursuant to this Section 5.7 in respect of any Competitive Bid Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to the submission of the Competitive Bid pursuant to which such Competitive Bid Loan was made.

Additional Costs, Etc. After the Closing Date, if any Change in Law shall: (a) subject any Bank 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 Bank's Commitment or Loans (other than Covered Taxes and Income Taxes); or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank or the Administrative Agent) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; or (c) without duplication of any amount required to be paid pursuant to Section 2.122.11, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity or other similar requirements (whether or not having the force of law) 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 Bank; or (d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of Loans or commitments of which any of the Loans or such Bank's Commitment forms a part; and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such Bank's Commitment; or (ii) to reduce the amount of principal, interest, or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment or any of the LIBOR Loans; or (iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder in relation to LIBOR 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 Bank or the Administrative Agent from the Borrower Borrowers hereunder, then, in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Rate, the Borrower Borrowers will, upon demand made by such Bank (with a copy to the Administrative Agent) 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 Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (without duplication for recovery of such amounts under any other provision hereof), provided, however, that the Borrower Borrowers shall not be liable to any Bank or the Administrative Agent for costs incurred more than 90 days prior to the receipt by the Borrower Borrowers of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is Borrowers are treated no differently than such Bank's other similarly-situated customers.

Additional Costs, Etc. After If any present or future applicable Government Mandate (whether or not having the Closing Dateforce of law), if any Change in Law shall: (a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment ’s Commitment, or the Loans (other than Covered Taxes and Income Taxestaxes based upon or measured by the income or profits of such Bank or the Administrative Agent); , or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12impose, impose or increase increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity liquidity, capital adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank; , or (d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's ’s Commitment, or any class of Loans loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part; , and the result of any of the foregoing is: (i) in the good faith determination of to increase by an Affected Bank, amount deemed by such Bank to materially increase be material with respect to the cost to such any Bank of making, funding, issuing, renewing, extending extending, or maintaining any of the LIBOR Loans or such Bank's ’s Commitment; , or (ii) to reduce reduce, by an amount deemed by such Bank or the Administrative Agent, as the case may be, to be material, the amount of principal, interest, or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment ’s Commitment, or any of the LIBOR Loans; , or (iii) to require such Bank or the Administrative Agent to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable hereunder to such Bank or the Administrative Agent hereunder, in relation to LIBOR Loans, any case the amount of which payment or foregone interest or other sum is deemed by such Bank or the Administrative Agent, as the case may be, to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or (as the case may be) the Administrative Agent from the Borrower hereunder, then, and in each such case and to the extent that the amount of such additional costcase, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Rate, (aa) the Borrower will, upon demand made by such Bank (with a copy to the Administrative Agent) or (as the case may be) the Administrative Agent at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all Outstanding Loans, and the termination of the Commitments) and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or payment, foregone interest or other sum sum, (without duplication for recovery of such amounts under any other provision hereof), provided, however, that bb) the Borrower shall not be liable entitled, upon notice to any Bank or the Administrative Agent for costs incurred more and each Bank given within ninety (90) days of any demand by a Bank under clause (aa), to repay in cash in full all, but not less than 90 days prior all, of the Loans of such Bank, together with all accrued and unpaid interest on such Loans and any other amounts owing to such Bank under the receipt by Loan Documents and terminate (in full and not in part) such Bank’s Commitment, and, (cc) in the event the Borrower elects to repay the Loans of such demand for payment from such any Bank or under clause (as the case may be) bb), each other Bank shall be entitled, by notice to the Administrative Agent unless and the Borrower given within thirty (30) days after receipt of the notice referred to in clause (bb), to require the Borrower to repay in cash in full, within thirty (30) days of such costs were incurred prior notice under this clause (cc), all, but not less than all, of the Loans, together with all accrued and unpaid interest thereon and any other amounts owing to such 90-day period as a result other Bank under the Loan Documents. Subject to the terms specified above in this Section 4.6, the obligations of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customersunder this Section 4.6 shall survive repayment of the Loans and termination of the Commitments.

Additional Costs, Etc. After If any present or future applicable Government Mandate (whether or not having the Closing Dateforce of law), if any Change in Law shall: (a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Commitment, or the Loans (other than Covered Taxes and Income Taxestaxes based upon or measured by the income or profits of such Bank or the Administrative Agent); , or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12impose, impose or increase increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity liquidity, capital adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank; , or (d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of Loans loans or commitments of which any of the Loans or such Bank's Commitment forms a part; , and the result of any of the foregoing is: (i) in the good faith determination of to increase by an Affected Bank, amount deemed by such Bank to materially increase be material the cost to such any Bank of making, funding, issuing, renewing, extending extending, or maintaining any of the LIBOR Loans or such Bank's Commitment; , or (ii) to reduce reduce, by an amount deemed by such Bank or the Administrative Agent, as the case may be, to be material, the amount of principal, interest, or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment or any of the LIBOR Loans; , or (iii) to require such Bank or the Administrative Agent to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable hereunder to such Bank or the Administrative Agent hereunder, in relation to LIBOR Loans, any case the amount of which payment or foregone interest or other sum is deemed by such Bank or the Administrative Agent, as the case may be, to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from the Borrower hereunder, then, and in each such case and to the extent that the amount of such additional costcase, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Rate, (aa) the Borrower will, upon demand made by such Bank (with a copy to the Administrative Agent) or (as the case may be) the Administrative Agent at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all outstanding Loans and the termination of the Commitments) and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or payment, foregone interest or other sum sum, (without duplication for recovery of such amounts under any other provision hereof), provided, however, that bb) the Borrower shall not be liable entitled, upon notice to any Bank or the Administrative Agent for costs incurred more and each Bank given within ninety (90) days of any demand by a Bank under clause (aa), to repay in cash in full all, but not less than 90 days prior all, of the Loans of such Bank, together with all accrued and unpaid interest on such Loans and any other amounts owing to such Bank under the receipt by Loan Documents and terminate (in full and not in part) such Bank's Commitment, and, (cc) in the event the Borrower elects to repay the Loans of such demand for payment from such any Bank or under clause (as the case may be) bb), each other Bank shall be entitled, by notice to the Administrative Agent unless and the Borrower given within thirty (30) days after receipt of the notice referred to in clause (bb), to require the Borrower to repay in cash in full, within thirty (30) days of such costs were incurred prior notice under this clause (cc), all, but not less than all, of the Loans of such other Bank, together with all accrued and unpaid interest thereon and any other amounts owing to such 90-day period as a result other Bank under the Loan Documents. Subject to the terms specified above in this Section 4.6, the obligations of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customersunder this Section 4.6 shall survive repayment of the Loans and termination of the Commitments.

Additional Costs, Etc. After the Closing Date, if If any Change in Law shall: (a) subject any Bank or the Administrative Agent Recipient to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment or Loans Taxes (other than Covered (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) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12impose, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits deposit in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank or the Fronting Bank; , or (d) impose on any Bank 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 Bank's ’s Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such Bank's ’s Commitment forms a part; and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such any Bank of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such Bank's Commitment; ’s Commitment or any Letter of Credit, or (iii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment ’s Commitment, any Letter of Credit or any of the LIBOR Loans; , or (iiiii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from the Borrower hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower will, upon demand made within thirty (30) days after notice by the Agent or such Bank (with a copy such notice to be given promptly by the Administrative Agent) Agent or (as such Bank upon the case may be) the Administrative Agent making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in §5.8, pay to such Bank or the Administrative Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (without duplication for recovery of sum, provided that such amounts under any Bank or the Agent is generally imposing similar charges on its other provision hereof)similarly situated borrowers. Without limiting the foregoing, provided, however, that the Borrower shall not pay to each Bank, as long as such Bank shall be liable required to any maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Bank or (as determined by such Bank in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Administrative Agent for costs incurred more than 90 Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Agent) of such additional interest from such Bank. If a Bank fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt by the Borrower of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customersnotice.

Additional Costs, Etc. After Notwithstanding anything herein to the Closing Datecontrary, if any Change in Law shall: (a) subject impose, modify or deem applicable any Bank or the Administrative Agent to any taxreserve, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment or Loans (other than Covered Taxes and Income Taxes); or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank or the Administrative Agent) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; or (c) without duplication of any amount required to be paid pursuant to Section 2.12, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reservecompulsory loan, assessment, liquidity insurance charge or other similar requirements (whether or not having the force of law) 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 any Lender to any Tax (other than Taxes addressed by §4.4(b)) on its loans, loan principal, letters of credit issued bycredit, commitments, or commitments of an office of other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (c) impose on any BankLender 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 Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Bank's Commitment, Lender’s Commitment or any class of Loans loans or commitments of which any of the Loans or such Bank's Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such Bank's Lender’s Commitment; , or (ii) to reduce the amount of principal, interest, interest or other amount payable to such Bank any Lender or the Administrative Agent hereunder on account of such Bank's Lender’s Commitment or any of the LIBOR Loans; , or (iii) to require such Bank any Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, NYDOCS03/1107437.11107437.2 then, and in each such case case, the Borrowers will (and as to clauses (a) and (b) above, subject to the extent that the amount provisions of such additional cost§4.4), reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Rate, the Borrower will, upon within thirty (30) days of demand made by such Bank (with a copy to the Administrative Agent) 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 Bank Lender or the Administrative Agent such additional amounts as will such Lender or Agent shall reasonably determine in good faith to be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (without duplication for recovery sum. For the avoidance of such amounts under any other provision hereof)doubt, provided, however, that the Borrower provisions of this §4.9 shall not apply with respect to Taxes, which shall be liable to any Bank or the Administrative Agent for costs incurred more than 90 days prior to the receipt governed by the Borrower of such demand for payment from such Bank or (as the case may be§4.4(b) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customers§4.4(c).

Additional Costs, Etc. After the Closing Date, if any Change in Law shall: (a) subject any Bank 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 Bank's Commitment or Loans (other than Covered Taxes and Income Taxes); or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank or the Administrative Agent) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; or (c) without duplication of any amount required to be paid pursuant to Section 2.122.11, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity or other similar requirements (whether or not having the force of law) 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 Bank; or (d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of Loans or commitments of which any of the Loans or such Bank's Commitment forms a part; and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such Bank's Commitment; or (ii) to reduce the amount of principal, interest, or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment or any of the LIBOR Loans; or (iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder in relation to LIBOR 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 Bank or the Administrative Agent from the Borrower hereunder, then, in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Rate, the Borrower will, upon demand made by such Bank (with a copy to the Administrative Agent) 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 Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (without duplication for recovery of such amounts under any other provision hereof), provided, however, that the Borrower shall not be liable to any Bank or the Administrative Agent for costs incurred more than 90 days prior to the receipt by the Borrower of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other similarly-situated customers.

Additional Costs, Etc. After the Closing Date, if If any Change in Law shall: (a) subject any Bank or the Administrative Agent Recipient to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment or Loans Taxes (other than Covered (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) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12impose, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byby or participated in, or letters of credit issued byby or participated in, or commitments of an office of any Bank or any Fronting Bank; , or (d) impose on any Bank, any Fronting Bank or the Administrative Agent or the London interbank market any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's ’s Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such Bank's ’s Commitment forms a part; and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such any Bank or any Fronting Bank of making, funding, issuing, renewing, extending extending, participating in, converting, continuing or maintaining any of the LIBOR Loans or such Bank's Commitment; ’s Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank, such Fronting Bank or the Administrative Agent hereunder on account of such Bank's Commitment ’s Commitment, any Letter of Credit or any of the LIBOR Loans; , or (iii) to require such Bank, such Fronting Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank, such Fronting Bank or the Administrative Agent from the Borrower hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower will, upon demand made within thirty (30) days after notice by the Agent, such Fronting Bank or such Bank (with a copy such notice to be given promptly by the Administrative Agent) , such Fronting Bank or (as such Bank upon the case may be) the Administrative Agent making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in §5.8, pay to such Bank, such Fronting Bank or the Administrative Agent such additional amounts as will such Bank, such Fronting Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank, such Fronting Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (sum, provided that such Bank, such Fronting Bank or the Agent is imposing such charges on the Borrower in a non-discriminatory manner, as determined in good faith by the Agent without duplication for recovery any obligation to disclose the identity of such amounts under any other provision hereof)borrower or credit facility. Without limiting the foregoing, provided, however, that the Borrower shall not pay to each Bank, (i) as long as such Bank shall be liable required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan and LIBOR Floating Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive) and (ii) as long as such Bank shall be required to comply with any Bank reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the Administrative Agent for funding of the Eurocurrency Rate Loans or LIBOR Floating Rate Loans, such additional costs incurred more than 90 (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive), which in each case, shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Agent) of such additional interest or costs from such Bank. If a Bank fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt by of such notice. In no event shall the Borrower be obligated to pay any amount pursuant to this §5.6 to or in respect of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Delinquent Bank's other customers.

Additional Costs, Etc. After 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 Closing Dateadministration or the interpretation thereof and requests, if directives, instructions and notices at any Change in Law time or from time to time hereafter made upon or otherwise issued to any Lender, the Issuing Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject impose on any Bank Lender, the Issuing Lender or the Administrative Agent to any tax, levy, impost, duty, charge, feefees, deduction or withholding withholdings of any nature or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such BankLender's Commitment, the Letters of Credit or any class of loans or commitments or letters of credit of which any of the Loans, the Commitment or Loans the Letters of Credit forms a part (other than Covered Taxes and Income Taxestaxes based upon or measured by the income or profits of such Lender, the Issuing Lender or the Administrative Agent); , or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender, the Issuing Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12, 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 liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank; Lender or the Issuing Lender, or (d) impose on any Bank Lender, the Issuing Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such BankLender's Commitment forms a part; , and the result of any of the foregoing is: (ie) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank any Lender or the Issuing Lender of making, funding, issuing, renewing, extending or maintaining the Loans, such Lender's Commitment or any Letters of the LIBOR Loans or such Bank's CommitmentCredit; or (iif) to reduce the amount of principal, interest, Reimbursement Obligation, fees or other amount payable to such Bank Lender, the Issuing Lender or the Administrative Agent hereunder on account of such BankLender's Commitment Commitment, the Loans, or any drawings under the Letters of the LIBOR Loans; Credit, or (iiig) to require such Bank Lender, the Issuing Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender, the Issuing Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower Borrowers will, upon demand made by such Bank (with a copy to Lender, the Administrative Agent) Issuing Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender, the Issuing Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender, the Issuing Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum (without duplication for recovery of after such amounts under any other provision hereof)Lender, provided, however, that the Borrower shall not be liable to any Bank or the Administrative Agent for costs incurred more than 90 days prior to the receipt by the Borrower of such demand for payment from such Bank Issuing Lender or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result shall have allocated the same fairly and equitably among all customers of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customersany class generally affected thereby).

Additional Costs, Etc. After 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 Closing Dateadministration or the interpretation thereof and requests, if directives, instructions and notices at any Change in Law time or from time to time hereafter made upon or otherwise issued to any Bank 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 Bank 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 Bank's Commitment or the Loans (other than Covered Taxes and Income Taxestaxes based upon or measured by the income or profits of such Bank or the Administrative Agent); , or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12, 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 liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank; , or (d) impose on any Bank 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 Bank's Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment forms a part; , and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such any Bank of making, funding, issuing, renewing, extending or maintaining any of the LIBOR Loans or such Bank's Commitment; Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the LIBOR Loans; , or (iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower Borrowers will, upon demand made by such Bank (with a copy to the Administrative Agent) 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 Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum (without duplication for recovery of such amounts under any other provision hereofsum; provided, -------- that with respect to payments required pursuant to ss.5.6(c), provided, however, that the Borrower Borrowers shall not be liable required to any Bank or pay such additional amounts if the Obligations are repaid in full within 180 days following such demand, and from and after such time, no Letters of Credit are outstanding, the Banks have no further obligations to make Loans hereunder and the Administrative Agent for costs incurred more than 90 days prior has no further obligations to the receipt by the Borrower issue, extend or renew any Letters of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customersCredit hereunder.

Additional Costs, Etc. After the Closing Date, if If any Change in Law shall: (a) subject any Bank or the Administrative Agent Recipient to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment or Loans Taxes (other than Covered (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) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12impose, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byby or participated in, or letters of credit issued byby or participated in, or commitments of an office of any Bank or any Fronting Bank; , or (d) impose on any Bank, any Fronting Bank or the Administrative Agent or the London interbank market any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's ’s Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such Bank's ’s Commitment forms a part; and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such any Bank or any Fronting Bank of making, funding, issuing, renewing, extending extending, participating in, converting, continuing or maintaining any of the LIBOR Loans or such Bank's Commitment; ’s Commitment or any Letter of Credit, or (iii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank, such Fronting Bank or the Administrative Agent hereunder on account of such Bank's Commitment ’s Commitment, any Letter of Credit or any of the LIBOR Loans; , or (iiiii) to require such Bank, such Fronting Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank, such Fronting Bank or the Administrative Agent from the Borrower hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower will, upon demand made within thirty (30) days after notice by the Agent, such Fronting Bank or such Bank (with a copy such notice to be given promptly by the Administrative Agent) , such Fronting Bank or (as such Bank upon the case may be) the Administrative Agent making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in §5.8, pay to such Bank, such Fronting Bank or the Administrative Agent such additional amounts as will such Bank, such Fronting Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank, such Fronting Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (without duplication for recovery of sum, provided that such amounts under any Bank, such Fronting Bank or the Agent is generally imposing similar charges on its other provision hereof)similarly situated borrowers. Without limiting the foregoing, provided, however, that the Borrower shall not pay to each Bank, (i) as long as such Bank shall be liable required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive) and (ii) as long as such Bank shall be required to comply with any Bank reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the Administrative Agent for funding of the Eurocurrency Rate Loans, such additional costs incurred more than 90 (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive), which in each case, shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Agent) of such additional interest or costs from such Bank. If a Bank fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt by of such notice. In no event shall the Borrower be obligated to pay any amount pursuant to this §5.6 to or in respect of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Delinquent Bank's other customers.

Additional Costs, Etc. After the Closing Date, if If any Change in of Law shall: (a) subject any Bank 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 Bank's Lender’s Commitment or the Loans (other than Covered Taxes and Income Taxestaxes based upon or measured by the income or profits of such Lender or the Administrative Agent); , or (b) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12, 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 liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank; Lender, or (d) impose on any Bank 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 Bank's Lender’s Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such Bank's Lender’s Commitment forms a part; , and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such Bank any Lender of making, funding, issuing, renewing, converting to, continuing, extending or maintaining any of the LIBOR Loans or such Bank's Commitment; Lender’s Commitment or any Letter of Credit (or of maintaining its obligation to make any such Loan or issue any Letter of Credit), or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Commitment Lender’s Commitment, any Letter of Credit or any of the LIBOR Loans; , or (iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower Borrowers will, upon demand made by such Bank (with a copy to the Administrative Agent) 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 Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum (without duplication for recovery of such amounts under any other provision hereof), provided, however, that the Borrower shall not be liable to any Bank or the Administrative Agent for costs incurred more than 90 days prior to the receipt by the Borrower of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Bank's other customerssum.

Additional Costs, Etc. After the Closing Date, if If any Change in Law shall: (a) subject any Bank or the Administrative Agent Recipient to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment or Loans Taxes (other than Covered (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) materially change the basis of taxation (except for changes in Income Taxes of such Bank taxes on income or the Administrative Agentprofits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Administrative Agent under this Agreement or any of the other Loan Documents; , or (c) without duplication of any amount required to be paid pursuant to Section 2.12impose, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byby or participated in, or letters of credit issued byby or participated in, or commitments of an office of any Bank or any Fronting Bank; , or (d) impose on any Bank, any Fronting Bank or the Administrative Agent or the Londonany applicable interbank market any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's ’s Commitment, or any class of Loans loans, letters of credit or commitments of which any of the Loans or such Bank's ’s Commitment forms a part; and the result of any of the foregoing is: (i) in the good faith determination of an Affected Bank, to materially increase the cost to such any Bank or any Fronting Bank of making, funding, issuing, renewing, extending extending, participating in, converting, continuing or maintaining any of the LIBOR Loans or such Bank's Commitment; ’s Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank, such Fronting Bank or the Administrative Agent hereunder on account of such Bank's Commitment ’s Commitment, any Letter of Credit or any of the LIBOR Loans; , or (iii) to require such Bank, such Fronting Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder in relation to LIBOR Loanshereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank, such Fronting Bank or the Administrative Agent from the Borrower hereunder, then, and in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Adjusted LIBOR Ratecase, the Borrower will, upon demand made within thirty (30) days after notice by the Agent, such Fronting Bank or such Bank (with a copy such notice to be given promptly by the Administrative Agent) , such Fronting Bank or (as such Bank upon the case may be) the Administrative Agent making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in §5.8, pay to such Bank, such Fronting Bank or the Administrative Agent such additional amounts as will such Bank, such Fronting Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank, such Fronting Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (sum, provided that such Bank, such Fronting Bank or the Agent is imposing such charges on the Borrower in a non-discriminatory manner, as determined in good faith by the Agent without duplication for recovery any obligation to disclose the identity of such amounts under any other provision hereof)borrower or credit facility. Without limiting the foregoing, provided, however, that the Borrower shall not pay to each Bank, (i) as long as such Bank shall be liable required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan and LIBOR Floating Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive) and (ii) as long as such Bank shall be required to comply with any Bank reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the Administrative Agent for funding of the Eurocurrency Rate Loans or LIBOR Floating Rate Loans, such additional costs incurred more than 90 (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive), which in each case, shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Agent) of such additional interest or costs from such Bank. If a Bank fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt by of such notice. In no event shall the Borrower be obligated to pay any amount pursuant to this §5.6 to or in respect of such demand for payment from such Bank or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 90-day period as a result of such Change in Law being retroactive to a date which occurred prior to such 90-day period, and provided further that the Borrower is treated no differently than such Delinquent Bank's other customers.