Common use of Increased Costs Clause in Contracts

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of any Lender or an Issuer determines that any Change in Law (including any change by way of imposition or increase of reserve requirements included in any applicable law, rule, regulation, order, guideline or request or in determining the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Eurodollar Rate) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters have the effect of credit issued by any Issuing increasing the cost to such Lender or participated in by such Issuer of agreeing to make or making, funding or maintaining any ParticipantEurodollar Rate Loan, or (ii) impose on subject any Issuing Lender or any Participant Issuer to any Tax (except for Taxes or Other Taxes indemnifiable pursuant to Section 2.19) on its loans, loan principal, letters of credit, commitments, or other conditions relatingobligations, directly or indirectlyits deposits, to this Agreement reserves, other liabilities or any Letter of Credit; capital and the result of any of the foregoing is shall be to increase the cost to any Issuing such Lender or Issuer of making, continuing or maintaining any Participant Eurodollar Rate Loan or of issuingmaintaining its obligation to make any such Eurodollar Rate Loan, or to increase the cost to such Lender or Issuer of participating in, issuing or maintaining any Letter of Credit (or participating 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 any Issuing such Lender or any Participant Issuer hereunder or reduce the rate of return on its capital with respect to Letters a Eurodollar Rate Loan or Letter of Credit (except for changes in whether of principal, interest or any other amount) then the rate of tax onBorrowers shall from time to time, or determined upon demand by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant Issuer (with a copy of which certificate shall be sent by such Issuing Lender or such Participant demand to the Applicable Administrative Agent), the Borrower agrees to pay to the Applicable Administrative Agent for the account of such Issuing Lender or such Participant such Issuer additional amount or amounts as will sufficient to compensate such Issuing Lender or such Participant Issuer for such additional cost incurred or reduction suffered. A certificate as to the amount of such increased cost shall be, together with supporting documents, submitted to the Borrowers and the Applicable Administrative Agent by such Lender or such Issuer and shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, except to the extent, if any, the change (or compliance) referred to in such certificate shall be retroactive, the Borrowers shall not be required to compensate a Lender or an Issuer pursuant to this clause (c) for any increased costs or reduction in incurred more than 180 days prior to the date of such certificate. The Borrowers shall pay such Lender or such Issuer the amount receivable shown as due on any such certificate within 30 days after its receipt of the same. Notwithstanding the foregoing, no Person shall be entitled to demand compensation for any additional cost or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof 2.17(c) if it is not the general policy or practice of such Person to the Borrower, which notice shall include a certificate submitted to the Borrower demand it in similar circumstances under comparable provisions of other credit agreements (as reasonably determined by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative AgentPerson), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, date hereof the introduction of or any change in any applicable law, rule, regulation, order, guideline or request (other than any law, rule, regulation, guidelines or request relating to Taxes that are the subject matter of Section 4.7) or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing each Facing Agent or such Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of lawlaw or any change in GAAP), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender such Facing Agent or any Participant Lender hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below demand to the applicable Borrower by any Issuing Lender the respective Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the applicable Borrower agrees to shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender or such Participant Lender, for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Each Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.10(i), will give prompt written notice thereof to the applicable Borrower, which notice shall include a certificate submitted to the applicable Borrower by such Issuing Lender the respective Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Facing Agent or such ParticipantLender, although failure to give any such notice shall not release or diminish any Credit Party’s obligations to pay additional amounts pursuant to this Section 2.10(i). The certificate required to be delivered pursuant to this Section 3.06 2.10(i) shall, absent manifest error, be final and final, conclusive and binding on the BorrowerCredit Parties.

Increased Costs. (a) If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Law shall either (i) impose, modify or make deem applicable any reserve, deposit, capital adequacy special deposit or similar requirement against letters of credit issued by any Issuing Lender assets of, deposits with or participated in by any Participantfor the account of, or credit extended by, any Applicable Lender (iiexcept any such reserve requirement reflected in the Adjusted LIBOR Rate) or Applicable Issuing Bank; or impose on any Issuing Applicable Lender or any Participant Applicable Issuing Bank or the London interbank market any other conditions relating, directly or indirectly, to condition affecting this Agreement or Interest Period Loans made by such Applicable Lender or any Letter of CreditCredit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Applicable Lender of making or maintaining any Issuing Interest Period Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Applicable Lender or any Participant Applicable Issuing Bank of issuingparticipating in, issuing or maintaining or participating in any Letter of Credit, Credit or to reduce the amount of any sum received or receivable by any Issuing such Applicable Lender or any Participant Applicable Issuing Bank hereunder (whether of principal, interest or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinotherwise), then, upon the following delivery of the certificate referred to below to the Borrower contemplated by any Issuing Lender or any Participant paragraph (a copy c) of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)this Section, the Borrowers within the applicable Borrower agrees to Group will pay to such Issuing Applicable Lender or such Participant Applicable Issuing Bank, as applicable, such additional amount or amounts as will compensate such Issuing Applicable Lender or such Participant Applicable Issuing Bank, as applicable, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or suffered (except for any ParticipantTaxes, upon determining that any additional amounts will which shall be payable to it dealt with exclusively pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent2.17), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at Subject to Section 4.7, if any time after the Effective Closing Date, any Facing Agent or any Lender determines that the introduction of or any change after the Closing Date in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing the applicable Facing Agent or such Lender or any Participant with any request or directive by issued after the NAIC or Closing Date by any such Governmental Authority authority (whether or not having the force of law)) (provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III shall, in each case, be deemed to be a change in applicable law after the Closing Date for purposes of this Section 2.9(i) regardless of the date enacted, adopted or issued) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender the applicable Facing Agent or participated in by any ParticipantRevolving Lender, or (ii) impose on any Issuing Lender the applicable Facing Agent or any Participant Revolving Lender any other conditions relating, directly or indirectly, to the provisions of this Agreement relating to Letters of Credit or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender the applicable Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender the applicable Facing Agent or any Participant Lender hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any Issuing Lender the applicable Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender the applicable Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender the applicable Facing Agent or such Participant any Lender, as the case may be, such additional amount or amounts as will compensate such Issuing Lender the applicable Facing Agent or such Participant Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing In determining such additional amounts pursuant to the preceding sentence, the applicable Facing Agent or such Lender will act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable or reductions in rates of return relate to the Facing Agent’s or such Lender’s letters of credit in general and are not specifically attributable to the Letters of Credit hereunder, use averaging and attribution methods which are reasonable and which cover all letters of credit similar to the Letters of Credit issued by or participated in by the applicable Facing Agent or such Lender whether or not the documentation for such other Letters of Credit permit the applicable Facing Agent or such Lender to receive amounts of the type described in this Section 2.9(i). The applicable Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.9(i), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender the applicable Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender the applicable Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender the applicable Facing Agent or such ParticipantLender, although failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.9(i); provided, however, if the applicable Facing Agent or such Lender, as applicable, has intentionally withheld or delayed such notice, the applicable Facing Agent or such Lender, as the case may be, shall not be entitled to receive additional amounts pursuant to this Section 2.9(i) for periods occurring prior to the 180th day before the giving of such notice. The certificate required to be delivered pursuant to this Section 3.06 2.9(i) shall, absent manifest error, be final and final, conclusive and binding on the Borrower.

Increased Costs. If at any time after the Restatement Effective Date, the introduction of Deposit Bank, any Issuing Lender or any change L/C Participant determines in good faith that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule, rule or regulation, order, guideline or request or any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any L/C Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central bank or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any such Issuing Lender or participated in by any such L/C Participant’s participation therein, or (ii) impose on the Deposit Bank, any Issuing Lender or any L/C Participant any other conditions relating, directly or indirectlyindirectly affecting this Agreement, to this Agreement or the Credit-Linked Deposits, any Letter of CreditCredit or such L/C Participant’s participation therein; and the result of any of the foregoing is to increase the cost to any the Deposit Bank, such Issuing Lender or any such L/C Participant of issuing, maintaining or participating in the Credit-Linked Deposits or any Letter of Credit, or to reduce the amount of any sum received or receivable by any the Deposit Bank, such Issuing Lender or any such L/C Participant hereunder or under the other Credit Documents or reduce the rate of return on its capital with respect to Credit-Linked Deposits or Letters of Credit (except for changes in Credit, then, upon written demand to the rate of tax onU.S. Borrower or the Bermuda Borrower, or determined as the case may be, by reference tothe Deposit Bank, the net income or net profits of such Issuing Lender or such L/C Participant pursuant to (a copy of which notice shall be sent by the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Deposit Bank, then, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender or any such L/C Participant to the Administrative Agent), accompanied by the certificate described in the last sentence of this Section 2A.06, the respective Account Party shall pay to the Deposit Bank, such Issuing Lender or such L/C Participant for such increased cost or reduction. A certificate submitted to the relevant Borrower by the Deposit Bank, such Issuing Lender or such L/C Participant, as the case may be (a copy of which certificate shall be sent by the Deposit Bank, such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate the Deposit Bank, such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, L/C Participant as aforesaid shall be final and conclusive and binding on such Account Party absent manifest error, although the Borrowerfailure to deliver any such certificate shall not release or diminish such Account Party’s obligations to pay additional amounts pursuant to this Section 2A.06 upon subsequent receipt of such certificate.

Increased Costs. If at any time after the Effective Date, due to the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation of any law or administration thereof by regulation occurring or issued after the NAIC date hereof, the Facility Agent, any Agent, any Lender or other Lender, any Support Party, or any Governmental Authority charged of their respective Affiliates (each an “Affected Person”) determines that compliance with the interpretation any law or administration thereof, or compliance by any Issuing Lender regulation or any Participant with guideline or request from any request central bank or directive by the NAIC or by any such Governmental Authority other Official Body (whether or not having the force of law), shall either ) (i) impose, modify affects or make applicable any reserve, deposit, would affect the amount of capital adequacy or similar requirement against letters liquidity coverage required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of credit issued such capital or liquidity coverage is increased by any Issuing Lender or participated in by any Participant, based upon the existence of its obligations or commitments hereunder or with respect hereto or to the funding thereof or (ii) impose on subjects any Issuing Lender or Affected Person to any Participant Tax of any other conditions relating, directly or indirectly, kind whatsoever with respect to this Agreement or any Letter Transaction Document, or changes the basis of Credit; taxation of payments to such Affected Person in respect thereof (except for Non-Excluded Taxes covered by Section 4.3) and the result of any of the foregoing is to increase the cost to such Affected Person of making Advances or to reduce any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)hereunder, then, upon demand by such Affected Person (which demand shall be accompanied by a statement setting forth in reasonable detail (1) the delivery calculations of the certificate referred to below to amount being claimed, (2) the Borrower basis therefor and (3) the event by any Issuing Lender or any Participant (a copy reason of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agentit has become so entitled), the Borrower agrees to pay to such Issuing Lender Affected Person or the Facility Agent, for the account of such Participant Affected Person (as a third-party beneficiary), on the Distribution Date following the date on which the Affected Person provides notice of such event to the Borrower and the Collateral Manager (provided that such notice is delivered on or prior to the fifth Business Day prior to such Distribution Date and otherwise on the Distribution Date following such Distribution Date), subject to and in accordance with the priorities set forth in Section 8.5, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such obligations, commitments or fundings; provided that if such demand is delivered after the later of (x) 180 days after such additional amount or amounts as will compensate requested hereunder arose and (y) 30 days after the applicable Affected Person had knowledge of such Issuing Lender or additional amount, the Borrower shall have no obligation to pay such Participant for such increased cost or reduction additional amounts. Such written statement shall, in the amount receivable or reduction on absence of manifest error, be rebuttably presumptive evidence of the rate of return on its capitalsubject matter thereof. Any Issuing Lender or any Participant, upon determining that Affected Person claiming any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof 5.1 agrees to the Borrower, which notice shall include use reasonable efforts (consistent with legal and regulatory restrictions) to designate a certificate submitted to the Borrower by such Issuing Lender different office or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation branch of such Affected Person as its lending office or take such other actions if the making of such a designation or taking of such other actions would avoid the need for, or reduce the amount of, any such additional amount or amounts necessary to compensate and would not, in the reasonable judgment of such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest errorAffected Person, be final and conclusive and binding on the Borrowerotherwise disadvantageous to such Affected Person.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.063.6, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 3.6 shall, absent manifest error, be final and conclusive and binding on the Borrower. For the avoidance of doubt, this Section 3.6 shall not apply to any Taxes.

Increased Costs. If at any time after the Relevant Effective Date, the introduction of or any change in any applicable law, rule, rule or regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any an Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally accepted accounting principles, shall either (i) impose, modify or make deem applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any such Issuing Lender or participated in by any Participant, or (ii) impose on any such Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any respective Letter of Credit; , and the result of any of the foregoing is to increase the cost to any such Issuing Lender or any Participant of issuing, maintaining or participating in any such Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender or any Participant hereunder or reduce hereunder, then, upon demand to the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined respective Revolving Borrower by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate notice shall be sent by such Issuing Lender or such Participant to the Administrative Agent), such Revolving Borrower shall, subject to the Borrower agrees provisions of Section 2.10(g) (to the extent applicable), pay to such Issuing Lender or such Participant such the additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the respective Revolving Borrower by such an Issuing Lender or such Participant a Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to Participant as aforesaid, shall be delivered pursuant to this Section 3.06 shallconclusive and binding on such Revolving Borrower, absent manifest error, be final and conclusive and binding on as to the Borroweramount thereof.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions (including any additional Tax) relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate as a result of tax on, an additional Tax that is (a) an Indemnified Tax or determined by reference to, the net income Other Tax indemnified under Section 5.04 or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein(b) Excluded Tax), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Bank or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.03(f), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.03 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Restatement Effective Date, the introduction of Deposit Bank, any Bank Guaranty Issuer or any change B/G Participant determines in good faith that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule, rule or regulation, order, guideline or request or any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by the Deposit Bank, any Issuing Lender Bank Guaranty Issuer or any B/G Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central bank or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit Bank Guaranties issued by any Issuing Lender such Bank Guaranty Issuer or participated in by any such B/G Participant’s participation therein, or (ii) impose on the Deposit Bank, any Issuing Lender Bank Guaranty Issuer or any B/G Participant any other conditions relating, directly or indirectlyindirectly affecting this Agreement, to this Agreement the Credit-Linked Deposits, any Bank Guaranty or any Letter of Creditsuch B/G Participant’s participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender the Deposit Bank, such Bank Guaranty Issuer or any such B/G Participant of issuing, maintaining or participating in the Credit-Linked Deposits, any Letter of CreditBank Guaranty, or to reduce the amount of any sum received or receivable by any Issuing Lender the Deposit Bank, such Bank Guaranty Issuer or any such B/G Participant hereunder or under the other Credit Documents or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Bank Guaranties, then, upon written demand to the delivery U.S. Borrower or the Bermuda Borrower, as the case may be, by the Deposit Bank, such Bank Guaranty Issuer or such B/G Participant (a copy of which notice shall be sent by the Deposit Bank, such Bank Guaranty Issuer or such B/G Participant to the Administrative Agent), accompanied by the certificate referred to below described in the last sentence of this Section 2B.06, the respective Account Party shall pay to the Borrower Deposit Bank, such Bank Guaranty Issuer or such B/G Participant for such increased cost or reduction. A certificate submitted to the relevant Account Party by any Issuing Lender the Deposit Bank, such Bank Guaranty Issuer or any Participant such B/G Participant, as the case may be (a copy of which certificate shall be sent by the Deposit Bank, such Issuing Lender Bank Guaranty Issuer or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such B/G Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate the Deposit Bank, such Issuing Lender Bank Guaranty Issuer or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, B/G Participant as aforesaid shall be final and conclusive and binding on such Account Party absent manifest error, although the Borrowerfailure to deliver any such certificate shall not release or diminish such Account Party’s obligations to pay additional amounts pursuant to this Section 2B.06 upon subsequent receipt of such certificate.

Increased Costs. If at any time after the Restatement Effective Date, any Issuing Lender or any Participant determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (excluding any changes in law related to Excluded Taxes) (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Existing Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Existing Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Existing Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Existing Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.063.04, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the such Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 3.04. The certificate required to be delivered pursuant to this Section 3.06 3.04 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, any Issuing Lender or any Participant determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the such Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.05. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes Indemnified Taxes and the imposition of, or any change in the rate of tax onof, or determined any Excluded Tax payable by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinParticipant), then, upon the delivery of the certificate referred to below to the Borrower Company by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive issued after the Effective Date by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.06 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180-days prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefore; provided further that if the circumstances giving rise to such increased costs or reductions are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Law shall (whether or not having the force of law), shall either (ia) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the Issuing Lender; (b) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Advance made by any Participantit, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (iiexcept for Indemnified Taxes or Other Taxes covered by Section 2.14 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Lender); or (c) impose on any Lender or the Issuing Lender or any Participant the London interbank market any other conditions relatingcondition, directly cost or indirectly, to expense affecting this Agreement or Eurodollar Rate Advances made by such Lender or any Letter of CreditCredit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender of making or maintaining any Eurodollar Advance (or of maintaining its obligation to make any such Advance), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Participant Letter of issuing, Credit (or of maintaining its obligation to participate in or participating in to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by any such Lender or the Issuing Lender hereunder (whether of principal, interest or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit other amount) then, within thirty (except for changes in the rate of tax on, or determined 30) days after demand by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Lender, the Borrower agrees to will pay to such Issuing Lender or such Participant the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Issuing Lender or the Issuing Lender, as the case may be, for such Participant for additional costs incurred or reduction suffered. A certificate as to the amount of such increased cost or reduction in and detailing the amount receivable or reduction on the rate calculation of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate such cost submitted to the Borrower and the Administrative Agent by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis conclusive and binding for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallall purposes, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time In the event that, after the Effective Datedate hereof (or in the case of a Qualified Assignee or participant, the introduction date of the relevant assignment or sale of a participation), (1) any change changes in any applicable existing law, rule, regulation, ordertreaty or directive or in the administration, interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any administration, interpretation or application thereof, or (3) compliance with any request, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), ) from any Governmental Authority does or shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender Agent or any Participant Lender any other conditions relatingcondition, directly cost or indirectly, to this Agreement expense in connection with any LIBOR Loan or any Letter of CreditCredit hereunder; and the result of any of the foregoing is to increase the cost to any Issuing Lender Agent or any Participant such Lender of issuing, issuing or maintaining or participating in any Letter of CreditCredit or making or continuing any LIBOR Loan hereunder, as the case may be, or to reduce the any amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or under any subdivision thereof or therein)other Loan Document, then, upon the delivery of the certificate referred in any such case, Borrower shall promptly pay to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender Agent or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any ParticipantLender, upon determining that its demand with reasonable documentation thereof, any additional amounts will necessary to compensate Agent or such Lender for such additional cost or reduced amount receivable, as reasonably determined by Agent or such Lender; provided that Agent or such Lender shall not be entitled to any such amounts to the extent that the event giving rise to such additional cost or reduced amount receivable occurred more than six (6) months prior to the date such notice and demand is given to the Borrower; provided, however, that if the event giving rise to such additional cost or reduced amount receivable has a retroactive effect, then such 6-month period shall be extended to include the period of such retroactive effect; and provided further, however, that any such additional amounts payable under this Section 2.8(c) shall be without duplication of amounts to which such Lender may be entitled under Section 2.9 and shall exclude Excluded Taxes. If Agent or such Lender becomes aware that it is entitled to claim any additional amounts pursuant to this Section 3.062.9(b), will give prompt written notice thereof it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the Borrower, which notice shall include a certificate foregoing sentence submitted to the Borrower by such Issuing Lender Agent or such Participant Lender to Borrower (with a copy of which certificate to Agent if applicable) shall be sent by such Issuing Lender presumptive evidence of the amount due. Borrower shall pay Agent or such Participant to Lender, as the Administrative Agent)case may be, setting forth in reasonable detail the basis for amount shown as due on any such certificate within ten (10) days after the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrowerreceipt thereof.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinExcluded Taxes), then, upon the delivery of the certificate referred to below to the U.S. Borrower or the Canadian Borrower, as the case may be, by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the respective Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the respective Borrower, which notice shall include a certificate submitted to the respective Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the respective Borrower.

Increased Costs. (a) If at any time after the Effective DatePurchaser Agent, any Purchaser, the introduction Agent, any Liquidity Bank, any Related CP Issuer, any other Program Support Provider or any of their respective Affiliates (each an “Affected Person”) determines that the existence of or compliance with (i) any law or regulation or any change in any applicable law, rule, regulation, order, guideline or request therein or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration application thereof, in each case adopted, issued or compliance by occurring after the date hereof or (ii) any Issuing Lender or any Participant with any request request, guideline or directive by the NAIC from any central bank or by any such Governmental Authority other Official Body (whether or not having the force of law)) issued, shall either (i) impose, modify occurring or first applied after the date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to make applicable any reserve, deposit, capital adequacy purchases of or similar requirement against letters of credit issued by any Issuing Lender or participated otherwise to maintain the investment in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, Pool Receivables related to this Agreement or any Letter of Credit; related liquidity facility or credit enhancement facility and the result of any other commitments of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)same type, then, upon the delivery of the certificate referred to below written demand by such Affected Person (with a copy to the Borrower by any Issuing Lender or any Participant Agent and the applicable Purchaser Agent (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agentif any)), the Borrower agrees to Seller shall immediately pay to the Agent, for the account of such Issuing Lender or Affected Person, from time to time as specified by such Participant such Affected Person, additional amount or amounts as will sufficient to compensate such Issuing Lender Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments or maintenance of its investment in the Pool Receivables; provided that within 30 days of an Affected Person’s knowledge of any such Participant circumstance such Affected Person shall notify the Seller in writing of the same and whether such Affected Person will request that the Seller indemnify it for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalcircumstance. Any Issuing Lender or any Participant, upon determining that any additional A certificate as to such amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower Seller, the Agent and the applicable Purchaser Agent (if any) by such Issuing Lender or such Participant (a copy of which certificate Affected Person shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis conclusive and binding for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallall purposes, absent manifest error. For the avoidance of doubt, be final and conclusive and binding on the Borrowerfirst application of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (“FASB”) (including, without limitation, FASB Interpretation No. 46R), shall constitute an adoption, change, request or directive subject to this Section 1.8(a).

Increased Costs. If at any time after Requirement of Law, including the Effective Date, the introduction adoption of or any change in any applicable law, rule, regulation, order, guideline law or request regulation or in the interpretation thereof after the date hereof by any court or administration thereof by the NAIC administrative or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), thereof shall either (i) impose, modify or make deem applicable any reserve, deposit, capital adequacy special deposit or similar requirement against letters Letters of credit Credit issued by any the Issuing Lender or participated in by any Participant, the Lenders or (ii) impose on any Lender or the Issuing Lender any other condition (including, for the avoidance of doubt, the imposition of any taxes of any kind or a change in the basis of taxation of payments to any Lender or the Issuing Lender of principal, commitment fee, interest or any Participant any other conditions relating, directly amount payable hereunder (other than Non-Excluded Taxes or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, on the overall net income of the Lender or net profits Issuing Lender)) regarding any Letter of such Credit, and the result of any event referred to in clauses (i) or (ii) above shall be to increase the cost to the Issuing Lender or any Lender of issuing or maintaining such Participant pursuant to Letter of Credit (or its participation therein, as the laws case may be) (which increase in cost shall be the result of the jurisdiction in which it is organized Issuing Lender’s or in which its principal office or applicable lending office is located or any subdivision thereof or thereinsuch Lender’s reasonable allocation of the aggregate of such cost increases resulting from such events), then, upon notice to it from the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant Lender (with a copy to the Administrative Agent)) certifying that (x) one of the events herein above described has occurred and the nature of such event, (y) the increased cost or reduced amount resulting from such event and (z) the additional amounts demanded by the Issuing Lender or such Lender, as the case may be, and a reasonably detailed explanation of the calculation thereof, the Borrower agrees to shall promptly pay to such Issuing Lender or such Participant such additional amount or amounts Lender, as will compensate such Issuing Lender the case may be, from time to time as specified by the Administrative Agent or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary sufficient to compensate such Issuing Lender or such Participant. The certificate Lender for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at the rate provided in subsection 3.3; provided that the Borrower shall not be required to be delivered compensate a Lender or an Issuing Lender pursuant to this Section 3.06 shallsubsection 3.7 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Lender, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs and of such Lender’s or such Issuing Lender’s intention to claim compensation therefor. A certificate as to the fact and amount of such increased cost incurred by the Issuing Lender or such Lender as a result of any event mentioned in clauses (i) or (ii) above, submitted by the Issuing Lender or such Lender to the Borrower, shall be conclusive, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time the adoption or effectiveness after the Effective Date, the introduction date hereof of or any change in any applicable law, rule, rule or regulation, order, guideline or request or any change therein after the date hereof, or any change adopted or effective after the date hereof in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender Letter of Credit Issuer or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central bank or comparable agency adopted or effective after the date hereof shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender such Letter of Credit Issuer or participated in by any such Participant's participation therein, or (ii) impose on any Issuing Lender Letter of Credit Issuer or any Participant any other conditions relating, directly or indirectlyindirectly affecting this Agreement, to this Agreement or any Letter of CreditCredit or such Participant's participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender such Letter of Credit Issuer or any such Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by any Issuing Lender such Letter of Credit Issuer or any such Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below written demand to the Borrower by any Issuing Lender such Letter of Credit Issuer or any such Participant (a copy of which certificate notice shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), accompanied by the certificate described in the last sentence of this Section 2.05, the Borrower agrees shall, subject to Section 1.14, pay to such Issuing Lender Letter of Credit Issuer or such Participant such additional amount or amounts as will compensate such Issuing Lender Letter of Credit Issuer or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the Borrower by such Issuing Lender Letter of Credit Issuer or such Participant Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender Letter of Credit Issuer or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, Participant as aforesaid shall be final and conclusive and binding on the Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.05 upon subsequent receipt of such certificate.

Increased Costs. If at any time after the Effective Date, Closing Date the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Facing Agent or any Participant Lender with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law)) or any change in GAAP, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Facing Agent or any Participant Lender hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined any such case by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located an amount deemed material by Facing Agent or any subdivision thereof or therein)such Lender, then, upon the delivery of the certificate referred to below demand to the Borrower Company by any Issuing Lender Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to Company shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender Facing Agent or such Participant Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.10(i), will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Facing Agent or such ParticipantLender, although failure to give any such notice shall not release or diminish the Company's obligations to pay additional amounts pursuant to this Section 2.10(i). The certificate required to be delivered pursuant to this Section 3.06 2.10(i) shall, absent manifest error, be final and final, conclusive and binding on the BorrowerCompany.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Law shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for (x) taxes with respect to which additional amounts are paid pursuant to Section 4.04 or (y) changes in the rate of tax on, or determined by reference to, the net income or net profits (or any franchise or similar tax imposed in lieu of a net income or net profits tax) of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. (a) If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Law shall either (i) impose, modify or make deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate), special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued extended by any Issuing Lender or participated in by any ParticipantLender or any Issuing Lender; (ii) subject any Lender or any Issuing Lender to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender or such Issuing Lender in respect thereof (iiexcept for Indemnified Taxes covered by Section 7.6 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such Issuing Lender); or (iii) impose on any Lender or any Issuing Lender or any Participant the London interbank market any other conditions relatingcondition, directly cost or indirectly, to expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of CreditCredit or participation therein; and the result of any of the foregoing anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any Loan the interest on which is determined by reference to the LIBOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such Issuing Lender of participating in, issuing or maintaining any Participant Letter of issuing, Credit (or of maintaining its obligation to participate in or participating in to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by any Issuing such Lender (or any Participant hereunder its LIBOR Office) or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender under this Agreement or under its Note with respect thereto (whether of principal, interest or any other amount), then upon demand by such Lender or such Participant pursuant to Issuing Lender (which demand shall be accompanied by a statement setting forth the laws basis for such demand and a calculation of the jurisdiction amount thereof in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)reasonable detail, then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant furnished to the Administrative Agent), the Borrower agrees to pay Company shall pay, within ten (10) Business Days of receipt of such demand, directly to such Issuing Lender or such Participant Issuing Lender, as applicable, such additional amount or amounts as will compensate such Issuing Lender or such Participant Issuing Lender, as applicable, for such increased cost or reduction in such reduction, so long as such amounts have accrued on or after the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof day which is one hundred and eighty (180) days prior to the Borrower, date on which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Lender, setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallas applicable, absent manifest error, be final and conclusive and binding on the Borrowerfirst made demand therefor.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onwith respect to any Tax, or determined which shall be governed solely by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinSection 5.04), then, upon the delivery of the certificate referred to below to the Borrower Borrowers by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees applicable Loan Parties whose Revolving Loans are subject to such increased costs jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerBorrowers, which notice shall include a certificate submitted to the Borrower Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally acceptable accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit issued Credit issued, or Acceptances created, by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or Agreement, any Letter of CreditCredit or any Acceptance created thereunder; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of CreditCredit or any Acceptance created thereunder, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit or Acceptances created thereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant Participant, or any franchise tax based on the net income or net profits of such Lender or Participant, in either case pursuant to the laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower Borrowers by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the BorrowerBorrowers, which notice shall include a certificate submitted to the Borrower Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, (ii) impose any Taxes (other than (A) Indemnified Taxes, or (iiB) Taxes in clauses (iib) – (vd) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, on its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose on any Issuing Lender or any Participant any other conditions (other than Taxes) relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof Law by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in GAAP, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes Credit, but without duplication of any amounts payable in the rate respect of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant taxes pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinSection 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant Participant, or any corporation controlling such Person, with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant Participant, or any corporation controlling such Person, any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Bank or such Participant Participant, or any corporation controlling such Person, or any franchise tax based on the net income or profits of such Bank or Participant, or any corporation controlling such Person, in either case pursuant to the laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of taxes pursuant to Section 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Original Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally acceptable accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, Credit or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Bank or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender Bank or any such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Each Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Datelaw, the introduction of regulation or any change in any applicable law, rule, regulation, order, guideline law or request regulation or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender ruling, decree, judgment, guideline, directive or any Participant with any request or directive by the NAIC or by any such Governmental Authority recommendation (whether or not having the force of law)) by any regulatory body, court, central bank or any administrative or governmental authority charged or claiming to be charged with the administration thereof (including, without limitation, a request or requirement which affects the manner in which the Bank allocates capital resources to its commitments including its obligations hereunder) shall either (i) imposeimpose upon, modify modify, require, make or make deem applicable to the Bank or any reserveof its affiliates, depositSubsidiaries or participants any reserve requirement, capital adequacy special deposit requirement, insurance assessment or similar requirement against letters or affecting the Letter of credit Credit issued by any Issuing Lender or participated in by any Participanthereunder, or (ii) impose on any Issuing Lender subject the Bank or any Participant of its affiliates, Subsidiaries or participants to any other conditions relatingtax, directly charge, fee, deduction or indirectly, to this Agreement withholding of any kind whatsoever in connection with the Letter of Credit or change the basis of taxation of the Bank or any of its affiliates, Subsidiaries or participants (other than a change in the rate of tax based on the overall net income of the Bank or such participant), or (iii) impose any condition upon or cause in any manner the addition of any supplement to or increase of any kind to the Bank's or an affiliate's, Subsidiary's or participant's capital or cost base for issuing or owning a participation in the Letter of Credit which results in an increase in the capital requirement supporting the Letter of Credit; , or (iv) impose upon, modify, require, make or deem applicable to the Bank or any of its affiliates, Subsidiaries or participants any capital requirement, increased capital requirement or similar requirement, such as the deeming of the Letter of Credit to be an asset held by the Bank or any of its affiliates, Subsidiaries or participants for capital adequacy calculation or other purposes (including, without limitation, a request or requirement which affects the manner in which the Bank or any participant allocates capital resources to its commitments including its obligations hereunder or under the Letter of Credit), and the result of any of the foregoing is events referred to in (i), (ii), (iii) or (iv) above shall be to increase the cost costs in any way to any Issuing Lender the Bank or any Participant affiliate, Subsidiary or participant of issuing, maintaining or participating in any the Letter of Credit, Credit or reduce the amount of any sum received or receivable amounts payable by any Issuing Lender or any Participant the Company hereunder or reduce the rate of return on its capital with respect to Letters capital, as a consequence of Credit (except for changes the issuing, maintaining or participating in the rate Letter of tax onCredit, to a level below that which the Bank, its affiliates, Subsidiaries or determined participants could have achieved but for such events; then and in such event the Company shall, promptly upon receipt of written notice to the Company by reference to, the net income or net profits Bank of such Issuing Lender increased costs and/or decreased benefits, pay within 30 days of demand therefor to the Bank all such additional amounts which, in the Bank's or participant's sole good faith calculation as allocated to the Letter of Credit, shall be sufficient to compensate it for all such increased costs and/or decreased benefits, all as certified by the Bank or such Participant pursuant participants in said written notice to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate Company. Such certification shall be sent accompanied by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for information concerning the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to increased costs and/or decreased benefits and shall be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrowerparties hereto, absent manifest error. In determining such amount, the Bank or any participant may use any reasonable averaging or attribution methods.

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rulerule or regulation (including without limitation those announced or published prior to the date of this Agreement), regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), ) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued issued, or participated in, by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to affecting this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any the Issuing Lender Bank or any the Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon within 10 days of the delivery receipt of the certificate referred to below (which certificate shall be given by the respective Issuing Bank or Participant promptly after it determines such increased cost or reduction is applicable to Letters of Credit or its participation therein) to the Borrower by any the respective Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to Participant as aforesaid shall be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrower absent manifest error.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Authority, central bank or comparable agency (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; , or (iii) subject any Issuing Lender or Participant 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 any Letter of Credit, and the result of any of the foregoing is to increase the cost to any Issuing Lender Lender, any Agent, or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit Credit, then within fifteen (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery 15) Business Days after receipt of the certificate referred to below to the by Borrower by from any Issuing Lender Lender, any Agent, or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower Borrower, subject to the provisions of Section 2.11(b) (to the extent applicable), agrees to pay to such Issuing Lender Lender, such Agent, or such Participant such additional amount or amounts as will compensate such Issuing Lender Lender, such Agent, or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalcapital on such liquidity requirements. Any In determining such additional amounts, each Issuing Lender Lender, Agent or any Participant, as the case may be, will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and customary; provided that such Issuing Lender’s, Agent’s or Participant’s determination of compensation owing under this Section 3.06 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Issuing Lender, Agent or Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Lender, Agent or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borroweramounts.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such the Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such the Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.6, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.6 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such the Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon within 30 days after the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time (a) If, after the Effective Datedate hereof, the introduction Administrator, any Purchaser, any Purchaser Agent, any Liquidity Provider or any Program Support Provider or any of their respective Affiliates (each an “Affected Person”) reasonably determines that the existence of or compliance with: (i) FIN 46 and Subsequent Statements and Interpretations, (ii) any change in any applicable law, rule, regulation, order, guideline generally accepted accounting principle or request any change therein or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration application thereof, or compliance by (iii) any Issuing Lender or any Participant with any request request, guideline or directive by the NAIC from any central bank or by any such other Governmental Authority (whether or not having the force of law), shall either ) issued or adopted or occurring after the date hereof affects or would have the effect of (ix) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce increasing the amount of any sum received capital required or receivable expected to be maintained by any Issuing Lender such Affected Person or any Participant hereunder or reduce such Affected Person’s holding company, if any, (y) reducing the rate of return on its such Affected Person’s capital with respect or on the capital of such Affected Person’s holding company, if any, to Letters a level below that which such Affected Person or such Affected Person’s holding company could have achieved but for such change in law or (z) causing an internal capital or liquidity charge or other imputed cost to be assessed upon such Affected Person or Affected Person’s holding company, if any, and such Affected Person determines that the amount of such increase in capital, reduction in rate of return on capital or capital or liquidity charges suffered is based upon the existence of any Commitment to make Purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit (except for changes in the rate of tax onor any related liquidity facility, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws credit enhancement facility and other commitments of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)same type, then, upon the delivery of the certificate referred to below demand by such Affected Person (with a copy to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative AgentAdministrator), the Borrower agrees Seller shall promptly pay such Affected Person, from time to pay time as specified by such Affected Person, additional amounts sufficient to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or Affected Person for both increased costs and maintenance of bargained for yield in the light of such Participant for circumstances, to the extent that such increased cost or Affected Person reasonably determines such increase in capital, reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender capital or any Participant, upon determining that any additional amounts will capital or liquidity charges to be payable to it pursuant to this Section 3.06, will give prompt written notice thereof allocable to the Borrower, which notice shall include a existence of any of such commitments. A certificate as to such amounts submitted to the Borrower Seller and the Administrator by such Issuing Lender or such Participant (a copy of which certificate Affected Person shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis conclusive and binding for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallall purposes, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at Borrower agrees to pay Lender additional amounts to compensate Lender for any time increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrower as a result of any change after the Effective Date, the introduction of or any change date hereof in any applicable lawLaw, ruleregulation or treaty, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing domestic or foreign court, changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on or measured by the net income or receipts of Lender or any Participant with any request or directive franchise tax imposed on Lender). Any amount payable by Borrower under this Article 8 shall be paid within five (5) days of receipt by Borrower of a notice by Lender setting forth the NAIC or by amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrower, absent manifest error. Failure on the part of Lender to demand payment from Borrower for any such Governmental Authority (whether amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or not having prior period. In the force event of law)the enactment after the date hereof of any Law of the state in which the Project is located or of any other governmental entity deducting from the value of the Project for the purpose of taxing any lien or security interest thereon, or imposing upon Lender the payment of the whole or any part of the taxes or assessments or charges or liens herein required to be paid by Borrower, or changing in any way the Laws relating to the taxation of deeds of trust, mortgages or security agreements or debts secured by deeds of trust, mortgages or security agreements or the interest of the beneficiary, mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to adversely affect the Security Instrument or the Indebtedness or Lender, then, and in any such event, Borrower, upon demand by Lender, shall either pay such taxes, assessments, charges or liens, or reimburse Lender therefor; provided, however, that if in the opinion of counsel for Lender (ia) impose, modify or it might be unlawful to require Borrower to make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participantsuch payment, or (iib) impose on any Issuing the making of such payment might result in the imposition of interest beyond the maximum amount permitted by Law, then and in either such event, Lender or any Participant any other conditions relatingmay elect, directly or indirectlyby notice in writing given to Borrower, to declare all of the Indebtedness to be and become due and payable in full thirty (30) days from the giving of such notice, and, in connection with the payment of such Indebtedness, no prepayment premium or fee shall be due unless, at the time of such payment, an Event of Default or a Default shall have occurred under this Agreement or any Letter of Credit; and the result of any of the foregoing other Loan Documents, which Default or Event of Default is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant unrelated to the laws provisions of this Section 8.2, in which event any applicable prepayment premium or fee in accordance with the terms of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate Note shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final due and conclusive and binding on the Borrowerpayable.

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. (a) If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender BTCo or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender BTCo or participated in by any Participant, or (ii) impose on any Issuing Lender BTCo or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender BTCo or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender BTCo or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender BTCo or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon within 15 days of the delivery of the certificate referred to below to the Borrower by any Issuing Lender BTCo or any Participant (a copy of which certificate shall be sent by such Issuing Lender BTCo or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender BTCo or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender BTCo or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender BTCo or such Participant (a copy of which certificate shall be sent by such Issuing Lender BTCo or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender BTCo or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits or capital or franchise taxes imposed in lieu thereof of such Issuing Lender or such Participant or, in the case of an Issuing Lender or Participant that is a flow-through entity for tax purposes, a member or a partner of such Issuing Lender or Participant, pursuant to the laws of the country or national jurisdiction (or any political subdivision thereof) in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinlocated), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees agrees, subject to the provisions of Section 13.17, to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital, it being agreed that this Section 2.06 shall not apply to Taxes which are the subject of Section 4.04(a). Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, Closing Date the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Agent, Issuing Lender, Lender or any Participant other Recipient with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of lawlaw or any change in GAAP), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any ParticipantLender, (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iiiii) impose on any Issuing Lender or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant Lender or any such other Recipient of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender, or Lender or any Participant other Recipient hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below demand to the applicable Borrower by any the respective Issuing Lender, Lender or any Participant other Recipient (a copy of which certificate demand shall be sent by such Issuing Lender, Lender or such Participant other Recipient to the Administrative Agent), the applicable Borrower agrees to shall pay to such Issuing Lender, Lender or such Participant other Recipient such additional amount or amounts as will compensate such Issuing Lender, Lender or such Participant other Recipient for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any ParticipantEach Recipient, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.10(i), will give prompt written notice thereof to the applicable Borrower, which notice shall include a certificate submitted to the applicable Borrower by such Issuing Lender or such Participant the respective Recipient (a copy of which certificate shall be sent by such Issuing Lender or such Participant Recipient to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Recipient, although failure to give any such notice shall not release or such Participantdiminish any Loan Party’s obligations to pay additional amounts pursuant to this Section 2.10(i). The certificate required to be delivered pursuant to this Section 3.06 2.10(i) shall, absent manifest error, be final and final, conclusive and binding on the BorrowerLoan Parties.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, other than Taxes) or determined by reference to, the net income or net profits of such (c) subject any Issuing Lender or such any Participant pursuant to the laws any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereindefinition of Excluded Taxes and (z) Connection Income Taxes), then, upon the delivery of the certificate referred to below to the Borrower Agent by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower Agent agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerBorrower Agent, which notice shall include a certificate submitted to the Borrower Agent by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrower Agent.

Increased Costs. If at any time after the Relevant Effective Date, the introduction of or any change in any applicable law, rule, rule or regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any an Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally accepted accounting principles, shall either (i) impose, modify or make deem applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any such Issuing Lender or participated in by any Participant, or (ii) impose on any such Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any respective Letter of Credit; , and the result of any of the foregoing is to increase the cost to any such Issuing Lender or any Participant of issuing, maintaining or participating in any such Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender or any Participant hereunder or reduce hereunder, then, upon demand to the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined respective Revolving Borrower by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate notice shall be sent by such Issuing Lender or such Participant to the Administrative Agent), such Revolving Borrower shall, subject to the Borrower agrees provisions of Section 12.18 (to the extent applicable), pay to such Issuing Lender or such Participant such the additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the respective Revolving Borrower by such an Issuing Lender or such Participant a Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to Participant as aforesaid, shall be delivered pursuant to this Section 3.06 shallconclusive and binding on such Revolving Borrower, absent manifest error, be final and conclusive and binding on as to the Borroweramount thereof.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below to the Borrower Borrowers by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees Borrowers agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerBorrowers, which notice shall include a certificate submitted to the Borrower Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrowers. For the avoidance of doubt, this Section shall not apply with respect to any cost or condition relating to taxes.

Increased Costs. If at any time after the Effective Date, the introduction adoption or effectiveness of or any change in any applicable law, rule, rule or regulation, orderor any change therein, guideline or request or any change in the interpretation or administration thereof by the NAIC any governmental authority, central lender or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender Letter of Credit Issuer or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central lender or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Letter of Credit Issuer or participated in by any such Participant’s participation therein, or (ii) shall impose on any Issuing Lender Letter of Credit Issuer or any Participant any other conditions relatingaffecting this Agreement, directly or indirectly, to this Agreement or any Letter of CreditCredit or such Participant’s participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender Letter of Credit Issuer or any such Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by any Issuing Lender Letter of Credit Issuer or such Participant hereunder (other than, in the case of a change in the basis of taxation of payments to a Letter of Credit Issuer or Participant of the principal of or interest on the Loans or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for other amounts payable hereunder, changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Letter of Credit Issuer or such Participant pursuant to the laws of imposed by the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinlocated), then, upon the delivery of the certificate referred to below demand to the Borrower by any Issuing Lender Letter of Credit Issuer or any such Participant (a copy of which certificate notice shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Letter of Credit Issuer or such Participant such additional amount or amounts as will compensate such Issuing Lender Letter of Credit Issuer or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the Borrower by such Issuing Lender Letter of Credit Issuer or such Participant Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender Letter of Credit Issuer or such Participant. The certificate required to Participant as aforesaid shall be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 1A.06 upon the subsequent receipt thereof.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Law shall: (whether or not having the force of law), shall either (ia) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by, any Lender or the Issuing Bank; (b) subject any Lender or Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit Accommodation, any participation in a Letter of Credit Accommodation or any Eurodollar Rate Loan made by any Participantit, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (iiexcept for Taxes or Other Taxes covered by Section 6.5 and the imposition of, or any change in the rate of, any taxes payable by such Lender or the Issuing Bank described in Sections 6.5(a), (b) and (c)); or (c) impose on any Issuing Lender or any Participant Issuing Bank or the London interbank market any other conditions relatingcondition, directly cost or indirectly, to expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit; Credit Accommodation or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender of making or maintaining any Issuing Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or any Participant Issuing Bank of issuingparticipating in, issuing or maintaining or participating in any Letter of CreditCredit Accommodation (or of maintaining its obligation to participate in or to issue any Letter of Credit Accommodation), or to reduce the amount of any sum received or receivable by any Issuing such Lender or any Participant Issuing Bank hereunder or reduce the rate (whether of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onprincipal, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located interest or any subdivision thereof or therein), other amount) then, upon the delivery request of the certificate referred to below to the Borrower by any Issuing such Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Bank, the Borrower agrees to Borrowers will pay to such Issuing Lender or such Participant Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Issuing Lender or such Participant Issuing Bank, as the case may be, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrowersuffered.

Increased Costs. If at any time (a) If, after the 2019 Restatement Effective Date, the introduction of adoption of, or any change in in, any applicable lawLaw, rule, regulation, order, guideline or request or any change in the interpretation or administration thereof of any applicable Law by the NAIC or any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) of any such authority, shall either central bank or comparable agency: (i) shall impose, modify or make deem applicable any reservereserve (including any reserve imposed by the FRB), deposit, capital adequacy special deposit or similar requirement against letters of assets of, deposits with or for the account of, or credit issued extended by any Issuing Lender or participated in by any Participant, or Lender; (ii) shall impose on any Issuing Lender or any Participant any other conditions relatingcondition affecting its Eurocurrency Loans, directly CDOR Loans or indirectlyBBR Loans, its Note or its obligation to this Agreement make Eurocurrency Loans, CDOR Loans or BBR Loans or its participations in Letters of Credit or (iii) subject any Letter Lender to any taxes (other than (A) Taxes on or in relation to any amounts received or receivable under Loan Documents, (B) Excluded Taxes and (C) Other Taxes) on its Loans, Loan principal, Letters of Credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing anything described in clauses (i), (ii) and (iii) above is to increase the cost to any Issuing (or to impose a cost on) such Lender (or any Participant lending office, as applicable, of issuingsuch Lender) of making or maintaining any Eurocurrency Loan, maintaining CDOR Loan or participating in any Letter of CreditBBR Loan, or to reduce the amount of any sum received or receivable by any Issuing such Lender (or any Participant hereunder its lending office, as applicable) under this Agreement or reduce the rate of return on under its capital Note with respect to Letters of Credit thereto, then upon demand by such Lender (except which demand shall be accompanied by a statement setting forth the basis for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws demand and a calculation of the jurisdiction amount thereof in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)reasonable detail, then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant furnished to the Administrative Agent), the Borrower agrees to Company shall pay directly to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in such reduction, so long as such amounts have accrued on or after the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof day which is 180 days prior to the Borrower, date on which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrowerfirst made demand therefor.

Increased Costs. (a) If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onwith respect to any Tax, or determined which shall be governed solely by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinSection 5.04), then, upon the delivery of the certificate referred to below to the Borrower Company by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees U.S. Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerU.S. Borrowers.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except but excluding, for changes these purposes, any Taxes payable or subject to indemnification or reimbursement under Section 5.04 and the imposition of or a change in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinExcluded Taxes), then, upon the delivery of the certificate referred to below to the Borrower Company by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such ParticipantParticipant and certifying to the Company that such Issuing Lender or such Participant has made such determination with respect to similarly-situated borrowers. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below written demand to the Borrower Borrower, as the case may be, by any such Issuing Lender or any such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees shall, subject to the provisions of Section 13.17 (to extent applicable), pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Law shall: (whether or not having the force of law), shall either (ia) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by any Participantby, Agent, Lenders or L/C Issuer; (iib) impose on any Issuing Lender subject Agent, Lenders or any Participant L/C Issuer to any other conditions relating, directly or indirectly, tax with respect to this Agreement or Agreement, any LIBOR Loan, any Letter of Credit, or any participation in a Letter of Credit, or change the basis of taxation of any payments to Agent, such Lender or any L/C Issuer in respect thereof or change the basis of taxation of payments to Agent, Lenders or L/C Issuer in respect thereof (except for Taxes or Other Taxes covered by Section 4.7 and the imposition of, or any change in the rate of, any taxes payable by Agent or Lenders described in Section 4.7); or (c) impose on Agent, Lenders or L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by Agent or Lenders or participation therein, and the result of any of the foregoing is shall be to increase the cost to Agent or Lenders of making or maintaining any Issuing Lender LIBOR Loan (or of maintaining their obligation to make any Participant of issuing, maintaining or participating in any Letter of Creditsuch LIBOR Loan), or to increase the cost to Agent, Lenders or L/C Issuer or to reduce the amount of any sum received or receivable by any Issuing Lender Agent, Lenders or L/C Issuer hereunder (whether of principal, interest or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), other amount) then, upon the delivery request of the certificate referred to below to the Agent, Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to will pay to such Issuing Lender Agent, Lenders or such Participant L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Issuing Lender Agent, Lenders or such Participant L/C Issuer, as the case may be, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrowersuffered.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinTaxes and Excluded Taxes), then, upon within 10 days after the delivery of the certificate referred to below to the Borrower Borrowers by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the U.S. Borrowers (jointly and severally with respect to U.S. Borrower agrees Obligations) and the Dutch Borrowers (jointly and severally with respect to Dutch Borrower Obligations) agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerBorrowers, which notice shall include a certificate submitted to the Borrower Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant; provided that the Borrowers shall not be required to compensate any Issuing Lender or Participant pursuant to this Section 3.06 for any increased costs or reductions incurred more than 180 days prior to the date that such Issuing Lender or Participant notifies the Company of the change giving rise to such increased costs or reductions and of such Issuing Lender’s or Participant’s intention to claim compensation therefor; provided, further, that, if the change giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Closing Date, Facing Agent or any Lender determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Facing Agent or such Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Facing Agent or any Participant Lender hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred demand to below to the Borrower by any Issuing Lender Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing In determining such additional amounts pursuant to the preceding sentence, Facing Agent or such Lender will act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable or reductions in rates of return relate to Facing Agent's or such Lender's letters of credit in general and are not specifically attributable to the Letters of Credit hereunder, use averaging and attribution methods which are reasonable and which cover all letters of credit similar to the Letters of Credit issued by or participated in by Facing Agent or such Lender whether or not the documentation for such other Letters of Credit permit Facing Agent or such Lender to receive amounts of the type described in this SECTION 2.9(i). Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06SECTION 2.9(i), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate Facing Agent or such Issuing Lender, although failure to give any such notice shall not release or diminish Borrower's obligations to pay additional amounts pursuant to this SECTION 2.9(i) provided that Borrower shall not be required to compensate a Lender or Facing Agent pursuant to this section for any increased costs or reductions incurred more than 180 days prior to the date that such ParticipantLender or Facing Agent, as the case may be, notifies Borrower of the additional amounts and of such Lender's or Facing Agent's intention to claim compensation therefor; PROVIDED FURTHER that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The certificate required to be delivered pursuant to this Section 3.06 SECTION 2.9(i) shall, absent manifest demonstrable error, be final and final, conclusive and binding on Borrower and Facing Agent or the BorrowerLender, as applicable.

Increased Costs. If If, at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any LC Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any such Issuing Lender Bank or participated in by any such LC Participant, or (ii) impose on any such Issuing Lender Bank or any such LC Participant any other conditions relating, directly or indirectly, to this Credit Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any such Issuing Lender Bank or any such LC Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender Bank or any such LC Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Bank or such LC Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery at any time within 180 days after the date on which an officer of the Issuing Bank or LC Participant, as the case may be, responsible for overseeing this Credit Agreement knows or has reason to know of its right to additional compensation under this SECTION 3.6, of the certificate referred to below to the Borrower Funds Administrator by any such Issuing Lender Bank or any Participant such LC Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender Bank or such LC Participant to the Administrative Agent), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender Bank or such LC Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such LC Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital; PROVIDED, that if such Issuing Bank or such LC Participant, as the case may be, fails to deliver such demand within such 180-day period, such entity shall only be entitled to additional compensation for any such costs incurred from and after the date that is 180 days prior to the date the Borrowers received such demand. Any Issuing Lender Bank or any LC Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06SECTION 3.6, will give prompt written notice thereof to the BorrowerFunds Administrator, which notice shall include a certificate submitted to the Borrower Funds Administrator by such the Issuing Lender Bank or such LC Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such LC Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such LC Participant. The Any certificate required to be delivered pursuant to this Section 3.06 SECTION 3.6 shall, absent manifest demonstrable error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), ) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant relating to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinTaxes), then, upon the delivery of the certificate referred to below to the Borrower Company by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower Company agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.063.6, will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 3.6 shall, absent manifest error, be final and conclusive and binding on the BorrowerCompany.

Increased Costs. If at In the event that any time after the Effective Date, the introduction of Applicable Law or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, Law or compliance by any Issuing Lender (for purposes of this Section 3.7, the term “Lender” shall include Administrative Agent, Swing Loan Lender, any Issuer or Lender and any corporation or bank controlling Administrative Agent, Swing Loan Lender, any Lender or Issuer and the office or branch where Administrative Agent, Swing Loan Lender, any Participant Lender or Issuer (as so defined) makes or maintains any LIBOR Rate Loans or LIBOR Rate Index Loans) with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall: subject Administrative Agent, Swing Loan Lender, any Lender or Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan or LIBOR Rate Index Loan, or change the basis of taxation of payments to Administrative Agent, Swing Loan Lender, such Lender or Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition of, or any change in the rate of, any Excluded Tax payable by Administrative Agent, Swing Loan Lender, such Lender or the Issuer), shall either (i) ; impose, modify or make deem applicable any reserve, special deposit, capital adequacy assessment, special deposit, compulsory loan, insurance charge or similar requirement against letters assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of credit issued by Administrative Agent, Swing Loan Lender, Issuer or any Issuing Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or impose on Administrative Agent, Swing Loan Lender, any Lender or participated in by any Participant, Issuer or (ii) impose on any Issuing Lender or any Participant the London interbank LIBOR market any other conditions relatingcondition, directly loss or indirectly, to expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of CreditCredit or participation therein; and the result of any of the foregoing is to increase the cost to Administrative Agent, Swing Loan Lender, any Issuing Lender or any Participant Issuer of issuingmaking, converting to, continuing, renewing or maintaining its Advances hereunder by an amount that Administrative Agent, Swing Loan Lender, such Lender or participating in any Letter of Credit, Issuer deems to be material or to reduce the amount of any sum received payment (whether of principal, interest or receivable otherwise) in respect of any of the Advances by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onan amount that Administrative Agent, or determined by reference to, the net income or net profits of such Issuing Swing Loan Lender or such Participant pursuant Lender or Issuer deems to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)be material, then, upon the delivery of the certificate referred to below to the Borrower by in any Issuing case Borrowers shall promptly pay such Administrative Agent, Swing Loan Lender, such Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Issuer, the Borrower agrees to pay to such Issuing Lender or such Participant upon its demand, such additional amount or amounts as will compensate such Issuing Administrative Agent, Swing Loan Lender or such Participant Lender or Issuer for such increased additional cost or reduction such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the amount receivable or reduction on LIBOR Rate, as the rate of return on its capitalcase may be. Any Issuing Such Administrative Agent, Swing Loan Lender, such Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to Issuer shall certify the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation amount of such additional cost or reduced amount or amounts necessary to compensate Borrowing Agent, and such Issuing Lender or such Participant. The certificate required to certification shall be delivered pursuant to this Section 3.06 shall, conclusive absent manifest error. Basis For Determining Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: reasonable means do not exist for ascertaining the LIBOR Rate for any Interest Period; or Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank LIBOR market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a LIBOR Rate Loan; or the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by such Administrative Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or the LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any LIBOR Rate Loan, then Administrative Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given, (i) any such requested LIBOR Rate Loan shall be final made as a Domestic Rate Loan, unless Borrowing Agent shall notify Administrative Agent no later than 10:00 a.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of LIBOR Rate Loan, (ii) any Domestic Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Administrative Agent, no later than 10:00 a.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Rate Loan, and conclusive and binding (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Administrative Agent, no later than 10:00 a.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected LIBOR Rate Loan, shall be converted into an unaffected type of LIBOR Rate Loan, on the Borrowerlast Business Day of the then current Interest Period for such affected LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of LIBOR Rate Loan.

Increased Costs. If at any time after the Restatement Effective --------------- Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Bank or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Participant, the Borrower agrees shall, subject to the provisions of Section 13.17 (to the extent applicable), pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The In determining such additional amounts, each Issuing Bank and each Participant will act reasonably and in good faith, provided that the certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Closing Date, any Facing Agent or any Lender determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing such Facing Agent or such Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Facing Agent or any Participant Lender hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred demand to below to the Borrower by any Issuing Lender Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender Facing Agent or such Participant Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. In determining such additional amounts pursuant to the preceding sentence, such Facing Agent or such Lender will act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable or reductions in rates of return relate to such Facing Agent's or such Lender's letters of credit in general and are not specifically attributable to the Letters of Credit hereunder, use averaging and attribution methods which are reasonable and which cover all letters of credit similar to the Letters of Credit issued by or participated in by such Facing Agent or such Lender whether or not the documentation for such other Letters of Credit permit such Facing Agent or such Lender to receive amounts of the type described in this Section 2.9(i). Any Issuing Lender Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.9(i), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Facing Agent or such Lender, although failure to give any such notice shall not release or diminish Borrower's obligations to pay additional amounts pursuant to this Section 2.9(i) provided that Borrower shall not be required to compensate a Lender or a Facing Agent pursuant to this section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such ParticipantFacing Agent, as the case may be, notifies Borrower of the additional amounts and of such Lender's or Facing Agent's intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The certificate required to be delivered pursuant to this Section 3.06 2.9(i) shall, absent manifest demonstrable error, be final and final, conclusive and binding on Borrower and the BorrowerFacing Agent or the Lender, as applicable.

Increased Costs. If at any time after the Original Effective Date, the introduction or effectiveness of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the imposition of, or any change in, the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinExcluded Tax), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of any Bank Guaranty Issuer or any change B/G Participant determines in good faith that the adoption or effectiveness after the Effective Date of any applicable law, rule, rule or regulation, order, guideline or request or any change therein, or any change after the Effective Date in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank Guaranty Issuer or any B/G Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central bank or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit Bank Guaranties issued by any Issuing Lender such Bank Guaranty Issuer or participated in by any such B/G Participant's participation therein, or (ii) impose on any Issuing Lender Bank Guaranty Issuer or any B/G Participant any other conditions relating, directly or indirectlyindirectly affecting this Agreement, to this Agreement any Bank Guaranty or any Letter of Creditsuch B/G Participant's participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender such Bank Guaranty Issuer or any such B/G Participant of issuing, maintaining or participating in any Letter of CreditBank Guaranty, or to reduce the amount of any sum received or receivable by any Issuing Lender such Bank Guaranty Issuer or any such B/G Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Bank Guaranties, then, upon written demand to the delivery U.S. Borrower or the Bermuda Borrower, as the case may be, by such Bank Guaranty Issuer or such B/G Participant (a copy of which notice shall be sent by such Bank Guaranty Issuer or such B/G Participant to the Administrative Agent), accompanied by the certificate referred described in the last sentence of this Section 2B.06, the U.S. Borrower or the Bermuda Borrower, as the case may be, shall pay to below such Bank Guaranty Issuer or such B/G Participant for such increased cost or reduction. A certificate submitted to the Borrower relevant Account Party by any Issuing Lender such Bank Guaranty Issuer or any Participant such B/G Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender Bank Guaranty Issuer or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such B/G Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender Bank Guaranty Issuer or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, B/G Participant as aforesaid shall be final and conclusive and binding on such Account Party absent manifest error, although the Borrowerfailure to deliver any such certificate shall not release or diminish such Account Party's obligations to pay additional amounts pursuant to this Section 2B.06 upon subsequent receipt of such certificate.".

Increased Costs. If at any time after the Original Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or Agreement, any Letter of CreditCredit or such Participant's participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Bank or such Participant Participant, or any franchise tax based on the net income or profits of such Issuing Bank or Participant, in either case pursuant to the laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower, although the failure to deliver any such certificate shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.05 upon subsequent receipt of such certificate.

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rule, regulation, treaty, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity requirements or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes the introduction of, or any change in the rate or basis of tax ontaxation of, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), Excluded Tax) then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalcapital (but without duplication of any amounts payable in respect of Indemnified Taxes pursuant to Section 5.04). Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or profits or franchise taxes based on net profits income of such Issuing Lender Bank or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon written demand to Adience or Xxxxxxxx, as the delivery of the certificate referred to below to the Borrower case may be, by any such Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), Adience or Xxxxxxxx, as the Borrower agrees case may be, shall, subject to the provisions of Section 13.19 (to the extent applicable), pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to Adience or Xxxxxxxx, as the Borrowercase may be, which notice shall include a certificate submitted to Adience or Xxxxxxxx, as the Borrower case may be, by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerAdience.

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes other than (1) Indemnified Taxes covered in the rate of tax onSection 5.04(a), or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein(2) Excluded Taxes and (3) Connection Income Taxes), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower. Notwithstanding anything to the contrary in this Section 3.06, the Borrower shall not be required to compensate any Issuing Lender or Participant pursuant to this Section 3.06 for any amounts incurred more than 180 days prior to the date that such Person notifies the Borrower of such Person’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180-day period shall be extended to include the period of such retroactive effect.

Increased Costs. If at any time after the Effective Date, the introduction adoption or effectiveness of or any change in any applicable law, rule, rule or regulation, orderor any change therein, guideline or request or any change in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender Letter of Credit Issuer or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central bank or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender such Letter of Credit Issuer or participated in by any such Participant's participation therein, or (ii) impose on any Issuing Lender Letter of Credit Issuer or any Participant any other conditions relatingaffecting this Agreement, directly or indirectly, to this Agreement or any Letter of CreditCredit or such Participant's participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender such Letter of Credit Issuer or any such Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters such Letter of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Issuer or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)hereunder, then, upon the delivery of the certificate referred to below written demand to the Borrower by any Issuing Lender such Letter of Credit Issuer or any such Participant (a copy of which certificate notice shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), accompanied by the certificate described in the last sentence of this Section 2.05, the Borrower agrees agrees, subject to the provisions of Section 12.19 (to the extent applicable), to pay to such Issuing Lender Letter of Credit Issuer or such Participant such additional amount or amounts as will compensate such Issuing Lender Letter of Credit Issuer or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the Borrower by such Issuing Lender Letter of Credit Issuer or such Participant Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender Letter of Credit Issuer or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, Participant as aforesaid shall be final and conclusive and binding on the Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.05 upon subsequent receipt of such certificate.

Increased Costs. If at any time after the Effective Date, the introduction of or any change a Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Law shall either (ia) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of credit issued by a Issuing Lender, or any Letter of Credit Participant’s Letter of Credit Participation therein, (b) subject any Issuing Lender or participated in by to any ParticipantTax (other than (i) Taxes indemnifiable under Section 5.4, or (ii) Excluded Taxes or (iii) Taxes described in Section 5.4(f)) in respect of Letters of Credit or Letter of Credit Participations therein or (c) impose on any a Issuing Lender or any Letter of Credit Participant any other conditions relating, directly or indirectly, to affecting its obligations under this Agreement in respect of such Issuing Lender’s Letters of Credit (other than Taxes) or any such Xxxxxx’s Letter of Credit; Credit Participations therein (other than Taxes), and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant such Lender of issuing, maintaining or participating in any Letter of CreditCredit by an amount which such Issuing Lender or such Lender reasonably deems material, or to reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), Lender hereunder then, upon the delivery promptly after receipt of the certificate referred to below written demand to the Borrower by any the applicable Issuing Lender or such Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by such Issuing Lender or such Letter of Credit Participant to the Administrative Agent), the Borrower shall pay to such Issuing Lender or such Letter of Credit Participant such additional amount or amounts as will compensate such Issuing Lender or such Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that a Issuing Lender or a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any Participant request or directive to comply with, any such Applicable Law that would have existed in the event that a Change in Law had not occurred. A certificate submitted to the Borrower by the applicable Issuing Lender or a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate Letter of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Credit Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to Letter of Credit Participant as aforesaid shall be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrower absent clearly demonstrable error. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this Section 3.5 based on the occurrence of a Change in Law arising solely from (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Issuing Lender is generally seeking compensation from other borrowers in the U.S. leveraged loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.5.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes Indemnified Taxes and the imposition of, or any change in the rate of tax onof, or determined any Excluded Tax payable by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinLender), then, upon the delivery of the certificate referred to below to the Borrower Company by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Closing Date, Facing Agent or any Lender determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Facing Agent or such Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Facing Agent or any Participant Lender hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred demand to below to the Borrower by any Issuing Lender Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing In determining such additional amounts pursuant to the preceding sentence, Facing Agent or such Lender will act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable or reductions in rates of return relate to Facing Agent’s or such Lender’s letters of credit in general and are not specifically attributable to the Letters of Credit hereunder, use averaging and attribution methods which are reasonable and which cover all letters of credit similar to the Letters of Credit issued by or participated in by Facing Agent or such Lender whether or not the documentation for such other Letters of Credit permit Facing Agent or such Lender to receive amounts of the type described in this Section 2.9(i). Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.9(i), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate Facing Agent or such Issuing Lender, although failure to give any such notice shall not release or diminish Borrower’s obligations to pay additional amounts pursuant to this Section 2.9(i) provided that Borrower shall not be required to compensate a Lender or Facing Agent pursuant to this section for any increased costs or reductions incurred more than 180 days prior to the date that such ParticipantLender or Facing Agent, as the case may be, notifies Borrower of the additional amounts and of such Lender’s or Facing Agent’s intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The certificate required to be delivered pursuant to this Section 3.06 2.9(i) shall, absent manifest demonstrable error, be final and final, conclusive and binding on Borrower and Facing Agent or the BorrowerLender, as applicable.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally acceptable accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Bank or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to pay (and shall pay) to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant Revolving Lender with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any ParticipantRevolving Lender, or (ii) impose on any Issuing Lender or any Participant Revolving Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant Revolving Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant Revolving Lender hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant Revolving Lender, or any franchise tax based on the net income or profits of such Issuing Lender or Revolving Lender, in either case pursuant to the laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant Revolving Lender (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant Revolving Lender to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees to pay to such Issuing Lender or such Participant Revolving Lender such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any ParticipantRevolving Lender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant Revolving Lender (a copy of which certificate shall be sent by such Issuing Lender or such Participant Revolving Lender to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such ParticipantRevolving Lender. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation inter pretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally accepted accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant Participant, or any franchise tax based on the net income or profits of such Lender or Participant, in either case pursuant to the laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees to shall pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Restatement Effective ---------------- Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Bank or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Participant, the Borrower agrees shall, subject to the provisions of Section 13.17 (to the extent applicable), pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The In determining such additional amounts, each Issuing Bank and each Participant will act reasonably and in good faith, provided that the certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant Lender (in its capacity as a participant in Letters of Credit) with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender or any Participant such participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant such participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant such participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)participant, the Borrower agrees shall, subject to the provisions of Section 14.16 (to the extent applicable), pay to such Issuing Lender or such Participant participant such additional amount or amounts as will compensate such Issuing Lender or such Participant participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. The preceding sentence shall not apply to increased costs with respect to Taxes which are addressed in Section 4.04. Any Issuing Lender or any Participantparticipant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.01(l), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participantparticipant. The In determining such additional amounts, each Issuing Lender and each participant will act reasonably and in good faith, provided that the certificate required to be delivered pursuant to this Section 3.06 2.01 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, any Issuing Lender or any Participant determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the such Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant, although the failure to give any such notice shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.05. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such the Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees shall, subject to Section 1.14, pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such the Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time If, after the Effective Datedate hereof, the introduction of of, or any change in in, any applicable lawApplicable Law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender of the Lenders (or any Participant of their respective Lending Offices) with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) issued after the date hereof of such Authority, shall either central bank or comparable agency: (i) shall subject any of the Lenders (or any of their respective Lending Offices) to any tax, duty or other charge with respect to any Revolving Credit Loan, Letter of Credit or Application or shall change the basis of taxation of payments to any of the Lenders (or any of their respective Lending Offices) of the principal of or interest on any Revolving Credit Loan, Letter of Credit or thereof (except for changes in the rate of tax on the overall net income of any of the Lenders or any of their respective Lending Offices imposed by the jurisdiction in which such Lender is organized or is or should be qualified to do business or such Lending Office is located); or (ii) shall impose, modify or make deem applicable any reservereserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance or capital adequacy or similar requirement against letters of assets of, deposits with or for the account of, or credit issued extended by any Issuing Lender of the Lenders (or participated in by any Participant, of their respective Lending Offices) or (ii) shall impose on any Issuing Lender of the Lenders (or any Participant of their respective Lending Offices) or the foreign exchange and interbank markets any other conditions relating, directly or indirectly, to this Agreement or condition affecting any Letter of CreditRevolving Credit Loan; and the result of any of the foregoing is to increase the cost costs to any Issuing Lender of the Lenders of maintaining any LIBOR Rate Loan or any Participant of issuing, maintaining issuing or participating in any Letter Letters of Credit, Credit or to reduce the yield or amount of any sum received or receivable by any Issuing Lender of the Lenders under this Agreement or under any Participant hereunder other Loan Document in respect of a LIBOR Rate Loan or reduce the rate of return on its capital with respect to Letters Letter of Credit (except for changes in the rate of tax onor Application, or determined by reference to, the net income or net profits of then such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to may promptly notify the Administrative Agent), and the Administrative Agent shall promptly notify the Borrower of such fact and demand compensation therefor and, within fifteen (15) days after such notice by the Administrative Agent, the Borrower agrees to shall pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Lenders for such increased cost or reduction in reduction. The Administrative Agent and the amount receivable or reduction on applicable Lender will promptly notify the rate Borrower of return on its capital. Any Issuing any event of which it has knowledge which will entitle such Lender or any Participant, upon determining that any additional amounts will be payable to it compensation pursuant to this Section 3.065.9(c); provided, will give prompt written notice thereof that the Administrative Agent shall incur no liability whatsoever to the BorrowerLenders or the Borrower in the event it fails to do so. The amount of such compensation shall be determined, in the applicable Lender's reasonable discretion, based upon the assumption that such Lender funded its Revolving Credit Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which notice such Lender deems appropriate and practical; provided that no compensation shall include a certificate submitted be payable pursuant to the Borrower by above if the applicable Lender fails to demand compensation for such Issuing increased costs within one-hundred eighty (180) days following the date on which such Lender or has actual knowledge of the event resulting in such Participant (a copy increase. A certificate of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of determining such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be delivered pursuant to this Section 3.06 shall, absent correct save for manifest error, be final and conclusive and binding on the Borrower.. (d)

Increased Costs. (a) If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either Law shall: (i) impose, modify or make deem applicable any reserve, deposit, capital adequacy special deposit or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against letters of credit issued by any Issuing Lender assets of, deposits with or participated in by any Participantfor the account of, or credit extended by, any Lender; (ii) impose on any Issuing Lender or any Participant the London interbank market any other conditions relatingcondition, directly cost or indirectly, to expense (other than Taxes) affecting this Agreement or Advances made by such Lender or participation therein; or (iii) subject any Letter of CreditLender Person to any Other Connection Taxes (other than Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is shall be to increase the cost to any Issuing such Lender or any Participant Administrative Agent of issuing, making or maintaining the Advances hereunder (or participating in any Letter of Credit, maintaining its Commitment) or to reduce the amount of any sum received or receivable by any Issuing such Lender or any Participant Administrative Agent hereunder (whether of principal, interest or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onotherwise), or determined by reference to, the net income or net profits of then Borrower will pay such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant Agent such additional amount or amounts as will compensate such Issuing Lender or such Participant Administrative Agent, as the case may be, for such increased cost additional costs actually incurred or reduction actually suffered. (b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the amount receivable or reduction on effect of reducing the rate of return on its capital. Any Issuing such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of any Margin Loan Document, the Commitment of such Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower Advances made by such Issuing Lender, to a level below that which such Lender or such Participant Lender’s holding company could have achieved but for such Change in Law (a copy taking into consideration such Lender’s policies and the policies of which certificate shall be sent by such Issuing Lender’s holding company with respect to capital adequacy and liquidity), then from time to time Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Participant to the Administrative Agent), Lender’s holding company for any such reduction actually suffered. (c) A certificate of a Lender setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallits holding company, absent manifest erroras the case may be, be final and conclusive and binding on the Borrower.as specified in

Increased Costs. If at any time after the Restatement Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for (x) Taxes, which shall be governed by Section 5.04, and (y) changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation inter- ­pretation or administration adminis­tra­tion thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration adminis­tration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining maintain­ing or participating in any Letter of Credit, or reduce the amount of any sum received or receivable receiv­able by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional addi­tional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes other than, in the rate respect of tax onpayments to be made to any Lender, any such increased costs resulting from taxes, levies, imposts, deductions, charges or determined by reference towithholdings, the and all liabilities with respect thereto and other than income, profits, capital, net income or net worth, franchise, doing business and branch profits of such Issuing Lender or such Participant pursuant Taxes, in each case, as to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinSection 4.04 shall govern), then, upon the delivery of the certificate referred to below written demand to the Borrower respective Account Party by any such Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to respective Account Party shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrowerrespective Account Party, which notice shall include a certificate submitted to the Borrower respective Account Party by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrowerrespective Account Party.

Increased Costs. If at any time after the Original Effective Date, any Issuing Lender or any Participant determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.063.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the such Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 3.05. The certificate required to be delivered pursuant to this Section 3.06 3.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after Change in Law shall: impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the Effective Datedetermination of the Adjusted LIBO Rate or the LIBOR Index Rate, as applicable, hereunder against assets of, deposits with or for the introduction account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate or the LIBOR Index Rate, as applicable) or the Issuing Bank; subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by 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 ‎Section 2.20 and the imposition of, or any change in the rate of, any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof Excluded Tax payable by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing such Lender or any Participant with any request the Issuing Bank); or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant on the Issuing Bank or the London interbank market any other conditions relatingcondition, directly cost or indirectly, to expense affecting this Agreement or any LIBOR Loans made by such Lender or any Letter of CreditCredit or any participation therein; and the result of any of the foregoing is to increase the cost to any Issuing such Lender of making, converting into, continuing or maintaining a LIBOR Loan or to increase the cost to such Lender or any Participant the Issuing Bank of issuing, maintaining or participating in or issuing any Letter of Credit, Credit or to reduce the amount of any sum received or receivable by any Issuing such Lender or the Issuing Bank hereunder (whether of principal, interest or any Participant hereunder other amount), then the Borrower shall promptly pay, upon written notice from and demand by such Lender on the Borrower (with a copy of such notice and demand to the Administrative Agent), to the Administrative Agent for the account of such Lender, within five (5) Business Days after the date of such notice and demand, additional amount or reduce amounts sufficient to compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. If any Lender or the Issuing Bank shall have determined that on or after the date of this Agreement any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital (or on the capital of the Parent Company of such Lender or the Issuing Bank) as a consequence of its capital obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender, the Issuing Bank or the Parent Company of such Lender or the Issuing Bank could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies or the policies of the Parent Company of such Lender or the Issuing Bank with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), capital adequacy) then, upon the delivery of the certificate referred from time to below to time, within five (5) Business Days after receipt by the Borrower of written demand by any Issuing such Lender or any Participant (with a copy of which certificate shall be sent by such Issuing Lender or such Participant thereof to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Lender, the Issuing Bank or the Parent Company of such Lender or the Issuing Bank for any such Participant for such increased cost or reduction in the amount receivable or reduction on the rate suffered. A certificate of return on its capital. Any Issuing a Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), Bank setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Lender, the Issuing Bank or the Parent Company of such Lender or such Participant. The certificate required to the Issuing Bank, as the case may be, specified in paragraph ‎(a) or ‎(b) of this ‎Section 2.18 shall be delivered pursuant to this Section 3.06 shallthe Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error. The Borrower shall pay any such Lender or the Issuing Bank, be final and conclusive and binding as the case may be, such amount or amounts within ten (10) days after receipt thereof. Failure or delay on the Borrowerpart of any Lender or the Issuing Bank to demand compensation pursuant to this ‎Section 2.18 shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation.

Increased Costs. If at any time after In the Effective Date, the introduction event of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC conditions or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Change --------------- of Law which: (i) subjects such Lender or any Participant branch or Affiliate of such Lender to any tax, duty or other charge with respect to such share of any request Revolving Loans (other than Excluded Taxes); or directive by (ii) changes the NAIC basis of taxation of payments to any Lender or by any branch or Affiliate of such Governmental Authority Lender of principal of and/or interest on such share of such Revolving Loans and/or other fees and amounts payable hereunder with respect thereto (whether other than Excluded Taxes); or not having the force of law)(iii) imposes, shall either (i) impose, modify modifies or make deems applicable any reserve, deposit, capital adequacy deposit or similar requirement against letters of credit issued by any Issuing Lender assets held by, deposits with or participated in by any Participantfor the account of, or (ii) impose on Revolving Loans or commitments by, an office of any Issuing Lender or any Participant branch or Affiliate of such Lender; or (iv) imposes upon such Lender or any branch or Affiliate of such Lender any other conditions relating, directly condition with respect to such share of such Revolving Loans or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the actual cost by an amount such Lender deems to any Issuing be material to such Lender or any Participant branch or Affiliate of issuingsuch Lender of making, funding or maintaining or participating in any Letter such share of Creditsuch Revolving Loans hereunder, or to reduce the amount of any sum payment (whether of principal, interest, or otherwise) received or receivable by any Issuing such Lender or any Participant hereunder branch or reduce the rate Affiliate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onsuch Lender, or determined by reference to, the net income or net profits of to require such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant branch of Affiliate of such Lender to make any payment, in each case by or in an amount which such Lender in its sole judgment deems material, then and in any such case: (1) such Lender shall promptly notify the Borrowers and the Agent in writing of the happening of such event; (2) such Lender shall promptly deliver to the Borrowers and the Agent a copy of certificate stating the change which certificate shall be sent by has occurred, or the reserve requirements or other conditions which have been imposed on such Issuing Lender or branch or Affiliate of such Participant to Lender, or the Administrative Agent)request, directive or requirement with which it has complied, together with the date thereof, the Borrower agrees to amount of such increased cost, reduction or payment and the way in which such amount has been calculated; and (3) the Borrowers shall pay to any such Issuing Lender or Lender, on demand, such Participant such additional an amount or amounts as will compensate such Issuing Lender or such Participant its branch or Affiliate for such increased cost additional cost, reduction or reduction payment. The certificate of such Lender as to the additional amounts payable pursuant to this (S)2.17 delivered to the Borrower shall in the absence of manifest error be conclusive of the amount receivable thereof. Each Lender agrees to use reasonable efforts to avoid or reduction on minimize the rate payment by the Borrower of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable under this (S)2.17, including, without limitation, by the designation of another branch or Affiliate of such Lender from which such Lender could make such Lender's pro rata share of Revolving Loans so long as such designation is not disadvantageous to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower such Lender as reasonably determined by such Issuing Lender or such Participant Lender. The protection of this (a copy of which certificate S)2.17 shall be sent by available to such Issuing Lender regardless of any possible contention of invalidity or such Participant to inapplicability of the Administrative Agent)law, setting forth in reasonable detail the basis for the calculation of such additional amount regulation, treaty, order, directive, interpretation or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrowercondition which has been imposed.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally acceptable accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, Credit or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes other than (1) Indemnified Taxes covered in the rate of tax onSection 5.04(a), or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein(2) Excluded Taxes and (3) Other Connection Taxes), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower. Notwithstanding anything to the contrary in this Section 3.06, the Borrower shall not be required to compensate any Issuing Lender or Participant pursuant to this Section 3.06 for any amounts incurred more than 180 days prior to the date that such Person notifies the Borrower of such Person’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180-day period shall be extended to include the period of such retroactive effect.

Increased Costs. If at any time after the Effective Date, the introduction of or date hereof any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof Law by the NAIC or any Governmental Authority charged with the ---------------- interpretation or administration thereof, or compliance by any Issuing Facing Agent or such Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of lawlaw or any change in GAAP), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Facing Agent or any Participant Lender hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax oneach case, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws extent not on account of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinExcluded Taxes), then, upon the delivery of the certificate referred demand to below to the Borrower Company by any Issuing Lender Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to Company shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender or such Participant Lender, on an after-tax basis, for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.8(i), will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate -------------- submitted to the Borrower Company by such Issuing Lender Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Facing Agent or such ParticipantLender, although failure to give any such notice (unless the Facing Agent has intentionally withheld or delayed such notice, in which case the Facing Agent shall not be entitled to receive additional amounts pursuant to this Section 2.8 for period occurring prior to the 180th day before the giving of such notice) shall not release or ------------ diminish Company's obligations to pay additional amounts pursuant to this Section 2.8(i). The certificate required to be delivered -------------- pursuant to this Section 3.06 2.8(i) shall, absent manifest error, be final and final, conclusive and binding on the Borrower.Company. --------------

Increased Costs. If at (a) Notwithstanding anything to the contrary in this Agreement, if Administrative Agent determines that any time after the Effective Datechange in any law, the introduction treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration application thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant Administrative Agent with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either ) from any central bank or other Governmental Authority made subsequent to the date hereof (i) impose, modify or make applicable subjects Administrative Agent to any reserve, deposit, capital adequacy or similar requirement against letters tax of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, kind whatsoever with respect to this Agreement or any Letter Purchased Assets or changes the basis of Credit; taxation of payments to Administrative Agent in respect thereof, in each case excluding any Indemnified Taxes (which shall be governed by Section 12.3), Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes, (ii) imposes, modifies or holds applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Administrative Agent which is not otherwise included in the determination of the Applicable Pricing Rate hereunder, or (iii) imposes on Administrative Agent any other condition, the result of any of the foregoing which is to increase the cost to any Issuing Lender Administrative Agent, by an amount which Administrative Agent deems to be material, of effecting or any Participant of issuing, maintaining or participating in any Letter of Creditpurchases hereunder, or to reduce the any amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with in respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)thereof, then, upon the delivery in any such case, Seller shall, at its option and in its sole and absolute discretion, either (1) terminate all of the certificate referred to below to Transactions and repurchase all of the Borrower by any Issuing Lender Purchased Assets or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the 2) promptly pay Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant Agent such additional amount or amounts as will compensate such Issuing Lender or such Participant Administrative Agent for such increased cost or reduction reduced amount receivable thereafter incurred. (b) If Administrative Agent has determined that the adoption of or any change in any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority regarding capital adequacy or in the amount receivable interpretation or reduction on the rate of return on its capital. Any Issuing Lender application thereof or compliance by Administrative Agent or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.corporation controlling

Increased Costs. If at In the event that any time after the Effective Date, the introduction of Applicable Law or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, Law or compliance by any Issuing Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer and the office or branch where Agent, Swing Loan Lender, any Participant Lender or Issuer (as so defined) makes or maintains any LIBORTerm SOFR Rate Loans) with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall: (a) subject Agent, Swing Loan Lender, any Lender or Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBORTerm SOFR Rate Loan, or change the basis of taxation of payments to Agent, Swing Loan Lender, such Lender or Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.10 hereof and the imposition of any Excluded Tax described in clauses (b) through (d) of the definition of Excluded Tax payable by Agent, Swing Loan Lender, such Lender or Issuer), shall either ; (ib) impose, modify or make deem applicable any reserve, special deposit, capital adequacy assessment, special deposit, compulsory loan, insurance charge or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participantassets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Agent, Swing Loan Lender, Issuer or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (iic) impose on Agent, Swing Loan Lender, any Issuing Lender Lender, or any Participant Issuer, or the London interbank market, any other conditions relatingcondition, directly loss or indirectly, to expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of CreditCredit or participation therein; and the result of any of the foregoing is to increase the cost to Agent, Swing Loan Lender, any Issuing Lender or any Participant Issuer of issuingmaking, converting to, continuing, renewing or maintaining or participating in any Letter of Creditits Advances hereunder by an amount that Agent, Swing Loan Lender, such Lender, or Issuer deems to be material or to reduce the amount of any sum received payment (whether of principal, interest or receivable otherwise) in respect of any of the Advances by any Issuing an amount that Agent, Swing Loan Lender, or such Lender or any Participant hereunder or reduce the rate of return on its capital with respect Issuer deems to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)be material, then, in any case Borrowers shall promptly pay Agent, Swing Loan Lender, such Lender, or Issuer, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)its demand, the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate Agent, Swing Loan Lender, such Issuing Lender Lender, or Issuer for such additional cost or such Participant for such reduction, as the case may be, provided that the foregoing shall not apply to increased cost or reduction costs which are reflected in the amount receivable or reduction on LIBORTerm SOFR Rate, as the rate of return on its capitalcase may be. Any Issuing Lender or any ParticipantAgent, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06Swing Loan Lender, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.108 074658.21069/130240014v.3

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any such Issuing Lender or participated in by any Participant, or (ii) impose on any such Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any such Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon within five days after the delivery of the certificate referred to below to the Borrower by any such Issuing Lender or any Participant (or on such later date or dates as such Issuing Lender may indicate in such certificate) (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The respective Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time on or after the Effective Date, the introduction of or date hereof any change in any applicable law, rule, law or regulation, domestic or foreign, or in any decree or order, guideline domestic or request foreign, or in the interpretation or administration thereof by the NAIC any court or any Governmental Authority administrative or governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority thereof (whether or not having the force of law), or in any regulatory accounting principles, shall either (i) impose, modify modify, render or make deem applicable any capital adequacy, reserve, depositdeposit or special deposit requirement, capital adequacy deposit insurance assessment or similar requirement against letters the Letter of credit Credit issued by any Issuing Lender or participated in by by, or assets held by, or deposits in or for the account of the Bank or any Participant, or (ii) impose on the Bank or any Issuing Lender participant any other condition or requirement regarding this Agreement or the Letter of Credit or any participation therein, or (iii) subject the Bank or any Participant to any other conditions relatingtax, directly or indirectlycharge, to this Agreement fee, deduction or any Letter withholding of Credit; any kind whatsoever other than with respect to federal, state and municipal income taxes or taxes in lieu thereof imposed by the jurisdiction (or political subdivision thereof) of incorporation of the Bank or such Participant or of the issuing office or participating office thereof, and the result of any of the foregoing is event referred to in clause (i), (ii) or (iii) above shall be to increase the cost to any Issuing Lender the Bank or any such Participant of issuing, maintaining or participating in any the Letter of Credit, Credit or reduce the amount of any sum received fee or any other amount receivable by any Issuing Lender the Bank or any such Participant hereunder or reduce the rate of return on its capital with respect to Letters the Letter of Credit or this Agreement or any participation therein (except for changes which increase in cost or reduction in fee or other receipt, as the rate of tax oncase may be, or shall be determined by reference to, the net income Bank's or net profits Participant's reasonable allocation of the aggregate of such Issuing Lender cost increases or fee reductions resulting from such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinevents), then, upon written demand by the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of Bank, which certificate demand shall be sent accompanied by such Issuing Lender a certificate from the Bank or such Participant as described in the next sentence, the Company shall pay to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant Bank such additional amount or amounts as will are necessary to compensate such Issuing Lender or the Bank and/or such Participant for such increased cost costs incurred or reduction in reduced receipts suffered thereby. A certificate of the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent as to such increased costs incurred or reduced receipts suffered by such Issuing Lender or such Participant to the Administrative Agentparties as a result of any event mentioned in clause (i), (ii) or (iii) above specifying the event causing such increased cost or reduced receipt and setting forth in reasonable detail the basis for calculation made to determine the calculation amount of such additional increased cost or reduced receipt shall be prima facie evidence of the amount thereof. The Bank and each Participant shall exercise reasonable efforts to minimize such increased cost or amounts necessary reduced receipts, provided that neither the Bank nor any Participant shall be required to compensate such Issuing Lender take any action which is otherwise inconsistent with its internal policies or regulatory requirements or which is otherwise disadvantageous to the Bank or such Participant. The certificate required Neither the Bank nor any Participant shall be entitled to be delivered any additional payment pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on 2.8 to the Borrowerextent that any increased cost or reduced receipt results solely from a change by such entity of the branch or office at which the Letter of Credit or such entity's participation therein is issued or maintained.

Increased Costs. If at any time after the Effective Date, due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in any applicable law, rule, regulation, order, guideline or request or in the interpretation by any governmental or administration thereof by regulatory authority or agency of any law or regulation (other than laws or regulations relating to taxes) or (ii) the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Purchaser or any Participant lender under any Liquidity Facility or Credit Facility (each, a "Conduit Lender") with any guideline or request from any central bank or directive by the NAIC or by any such Governmental Authority other governmental authority (whether or not having the force of law), (1) there shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated be an increase in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Purchaser or such Conduit Lender of accepting, funding or maintaining any Issuing Purchase hereunder, (2) there shall be a reduction in the amount receivable with regard to any Purchase or (3) such Purchaser or Conduit Lender shall be required to make a payment calculated by reference to the Purchases made hereunder or Purchase Discount received by it, then the Seller shall, from time to time, within thirty (30) days from the date the Administrative Agent makes demand therefor, pay the Administrative Agent for the account of the applicable Purchaser or Conduit Lender (as a third party beneficiary in the case of any Participant Conduit Lender), that portion of issuingsuch increased costs incurred, amounts not received or required payment made or to be made, which the Administrative Agent reasonably determines is attributable to accepting, funding and maintaining any Purchase hereunder. In determining such amount, the Administrative Agent may use any reasonable averaging and attribution methods. The applicable Purchaser or participating Conduit Lender shall submit to the Seller a certificate as to the existence and amounts of such increased costs incurred, amounts not received or receivable or required payment made or to be made, which cer tificate shall, in any Letter the absence of Creditmanifest error, be presumptively correct for all purposes. Any Affected Party that incurs such increased costs as described in this Section 11.3 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onsuch increased costs; provided, or determined by reference to, the net income or net profits of that no such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate steps shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant taken if, in the reasonable judgment of such Affected Party, such steps would be disadvantageous to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrowersuch Affected Party.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority (including any NAIC) charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally acceptable accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; , and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Bank or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to pay (and shall pay) to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. (a) If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender Bank or participated in by any Participant, or (ii) impose on any the Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any the Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such the Issuing Lender Bank or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon within 30 days after the delivery of the certificate referred to below to the Borrower by any the Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such the Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such the Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such the Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Restatement Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower Borrowers by any such Issuing Lender or any such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to Borrowers shall pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Each Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the BorrowerBorrowers, which notice shall include a certificate submitted to the Borrower Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rulerule or regulation (including, regulationwithout limitation, orderthose announced or published prior to the date of this Agreement), guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant Bank with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), ) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued issued, or participated in, by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to affecting this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)Credit, then, upon within ten days of the delivery receipt of the certificate referred to below (which certificate shall be given by the respective Issuing Bank or Participant promptly after it determines such increased cost or reduction is applicable to Letters of Credit or its participation therein) to the Borrower by any the respective Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees shall, subject to Section 14.16 (to the extent applicable), pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Participant, setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to Participant as aforesaid shall be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrower absent manifest error.