Common use of Additional Compensation in Certain Circumstances Clause in Contracts

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems in good faith to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Borrowers to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any the Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Commitments, the Loans, or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes payable by the Lender based on the overall net income or overall gross receipts of such the Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (foreign, federal, state and and/or local) in which the Lender's ’s principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such the Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD LIBOR Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Officethe Lender, or (B) otherwise applicable to the obligations of any the Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any the Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes Notes, the Commitments or its making, maintenance or funding of any Loan Loan, Letter of Credit, or any security thereforfor any thereof, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof), any Person controlling a the Lender, with respect to this Agreement, the Notes Notes, the Commitments or the making, maintenance or funding of any Loan or Letter of Credit, (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such the Lender's ’s or controlling Person's ’s capital, taking into consideration such the Lender's ’s or controlling Person's ’s policies with respect to capital adequacy) by an amount which such the Lender deems to be material (such Lender being deemed for this purpose to have madematerial, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such the Lender (which determination shall be conclusive) to be necessary to compensate such the Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. In making any such determination the Lender may take into account any special, supplemental or other nonrecurring items, may apply any averaging or attribution methods, and may make such determination prospectively or retrospectively. Such amount shall be due and payable by the Borrower to such the Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If the introduction of or any Law change in, or guideline or any change in the interpretation or application thereof of, any Law, regulation or guideline by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority applicable Official Body (whether or not having the force of law) now existing or hereafter adopted:): (i) subjects any Lender Bank or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees facility fee or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Bank or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the LenderBank's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender Bank or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Bank or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Bank or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Bank or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security thereforLoan, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any LenderBank, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderBank, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such LenderBank's or controlling Person's capital, taking into consideration such LenderBank's or controlling Person's policies with respect to capital adequacyadequacy so long as such policies are reasonable in light of prevailing market practice at the time) by an amount which such Lender Bank deems to be material (such Lender Bank being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Bank may from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender Bank (which determination shall be conclusive) to be necessary to compensate such Lender Bank or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the any applicable Borrower to such Lender Bank five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Alternate Base Rate OptionOption applicable to Loans. A certificate by such Lender Bank as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. Each Bank agrees that it will use good faith efforts to notify the Borrowers of the occurrence of any event that would give rise to a payment under this Section 2.10(a); PROVIDED, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of such Bank to give any such notice shall have no effect on the Borrowers' obligations hereunder.

Additional Compensation in Certain Circumstances. (a) 5.6.1 Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. ------------------------------------------------ If any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower and the Co-Borrower of principal, interest, commitment fees Commitment Fees, or other amounts due from the Borrower and the Co-Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateLender, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeLender, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Lender with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such any Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender in its sole discretion deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender may shall from time to time notify the Borrower, the Co-Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower and the Co-Borrower to such Lender five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or change therein or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted or hereafter adoptedmade after the date hereof: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect directly related to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is determined by any Lender to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any such Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time promptly notify the Borrower of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. The Borrower shall have no obligation to reimburse a Lender under this Section 2.13(a) for any amount with respect to any such increase, reduction or imposition which amount is attributable to a period of more than 60 days ending prior to the date of such Lender's first notice to the Borrower of such increase, reduction or imposition. Each Lender will notify the Borrower and each Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Lender will furnish the Borrower and each Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender for compensation from the Borrower under this Section 2.13. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from . In the date two Business Days event that after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the Borrower shall have paid any additional amount due and payable under this Section 2.10(a2.13(a) from time with respect to time any Loan such Lender shall have successfully contested such law, regulation, treaty, order, directive, interpretation or condition, then, to the extent that such Lender is or will be placed in the same position it was prior to the incurrence of the additional costs received or receivable (on an after-tax basis) and its contest of such law, regulation or other condition, such Lender shall refund to the method of calculating Borrower such additional amount shall or any portion thereof with respect to which such Lender is or will be conclusive absent manifest errorplaced in such position.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If after the date hereof any Law or guideline guideline, or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adoptedgenerally applicable to all lending institutions in similar circumstances: (i) subjects any the Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesNote, the Loans Loan or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes Note (except for taxes on the overall net income or overall gross receipts of such the Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such the Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Fixed LIBOR Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any the Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any the Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any the Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes Note or its making, maintenance or funding of any Loan or any security therefor, and the reasonably determined result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Lender, any Notional Euro-Rate Funding office or, or in the case of clause (iii) hereof, any Person controlling a the Lender, with respect to this Agreement, the Notes Note or the making, maintenance or funding of any the Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such the Lender's or controlling Person's capital, taking into consideration such the Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such the Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such the Lender (which determination shall be conclusive, absent manifest error) to be necessary to compensate such the Lender or such Notional Euro-Rate Funding Office Person for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such the Lender five (5) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two (2) Business Days after the date demanded until such due date at the Base Rate OptionFloating Rate. A certificate by such the Lender as to the amount due and payable under this Section SECTION 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error. The Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this SECTION 2.10(a); PROVIDED, HOWEVER, that any failure of the Lender to give any such notice shall have no effect on the Borrowers' obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes5.6.1 INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans the Letters of Credit, the Bankers' Acceptances or payments by the Borrower Borrowers of principal, interest, commitment fees Commitment Fees, or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateLender, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeLender, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Lender with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such any Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender in its reasonable discretion deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender may shall promptly from time to time notify the Borrower Borrowers and the Collateral Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination and such amount shall be due and payable by the Borrower to Borrowers immediately upon receipt of such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errornotice.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes6.1 INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ------------------------------------------------------------------------- ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. ------------------------------------- If any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office Bank to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Notes, the Revolving Credit Loans or payments by the Borrower of principal, interest, commitment fees Commitment Fees, or other amounts due from the Borrower hereunder or under the Revolving Credit Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is locatedBank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateBank, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeBank, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office Bank under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Bank with respect to this Agreement, the Revolving Credit Notes or the making, maintenance or funding of any Loan part of the Revolving Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Personany Bank's capital, taking into consideration such LenderBank's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender Bank in its sole discretion deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender may Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith and shall be binding upon the parties absent manifest error) by such Lender (which determination shall be conclusive) Bank to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office Bank for such increaseincrease in cost, reduction of income or impositionadditional expense or reduced rates of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender five Bank ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or change in any Requirement of Law, guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawa Requirement of Law) now existing of any central bank or hereafter adoptedother Governmental Authority: (ia) subjects any Lender or any Notional Euro-Rate Funding Office to any tax Taxes or changes the basis of taxation with respect to this Agreement, the Notes, the Revolving Loans or payments by the Borrower of principal, interest, commitment fees fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located)hereunder, (iib) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateLender, as the case may be, hereunder),or (iiic) imposes, modifies or deems applicable any capital adequacy or similar requirement (Ai) against assets (funded or contingent) of, or other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeLender, or (Bii) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Lender with respect to this Agreement, the Notes Agreement or the making, maintenance or funding of any Loan part of the Revolving Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's ’s capital, taking into consideration such Lender's or controlling Person's ’s customary policies with respect to capital adequacy) by an amount which such Lender in its sole discretion deems to be material (such material, Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may shall from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender five ten (10) Business Days after such notice is given. If Lender fails to give such notice within three hundred sixty-five (365) days after it obtains knowledge of such event, together Lender shall, with an amount equal respect to interest on such amount compensation payable pursuant to this Section 2.08, only be entitled to payment for increase in cost, reduction of income, additional expense or reduced rate of return incurred from the date two Business Days and after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as three hundred sixty five (365) days prior to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating date that Lender does give such amount shall be conclusive absent manifest errornotice.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM RESERVES, ReservesCAPITAL ADEQUACY REQUIREMENTS, Capital Adequacy RequirementsEXPENSES, Expenses, EtcETC. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted on or hereafter adopted:after the date hereof (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit deposit, insurance assessment or similar any other requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such any Lender Party or any Notional Euro-Rate Funding its Lending Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, EURIBOR hereunder), (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Party or any Notional Euro-Rate Funding its Lending Office, or (B) otherwise applicable to the obligations of any Lender Party or any Notional Euro-Rate Funding its Lending Office under this Agreementor in connection with any Loan Document, or (iviii) imposes upon any Lender Party or any Notional Euro-Rate Funding its Lending Office any other condition or expense with respect to this Agreement, the Notes any Loan Document or its making, maintenance or funding of any Loan or any security thereforLoan, and the result of any of the foregoing conditions described in clauses (i) or (ii) above or this clause (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office Lender Party or its Lending Office or, in the case of clause (iii) hereofii), any Person controlling a LenderLender Party, with respect to this Agreement, the Notes any Loan Document or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on capital of such Lender's Lender Party, Lending Office or controlling Person's capital, taking into consideration the policies of such Lender's Lender Party, Lending Office or controlling Person's policies Person with respect to capital adequacy) by an amount which such Lender Party deems to be material (such Lender Party being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Party may from time to time notify the Borrower of the amount (determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusiveParty) to be necessary to compensate such Lender Party, Lending Office or such Notional Euro-Rate Funding Office controlling Person for such increase, reduction or imposition. A certificate of a Lender Party claiming compensation under this Section 2.10(a) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof shall be conclusive absent manifest error. In making any such computation such Lender Party may take into account any special, supplemental or other nonrecurring items, may apply any reasonable averaging or attribution methods, and may make such computation prospectively or retrospectively. Such amount shall be due and payable by the Borrower to such Lender five Party ten Business Days after such notice certificate is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable The Borrower shall not be liable under this Section 2.10(a) to any Lender Party to compensate it or any controlling Person of such Lender Party for any cost, reduction or imposition incurred or suffered more than 90 days before receipt by the Borrower of a notice from time such Lender Party referring to time and the method of calculating event that gave rise to such amount shall be conclusive absent manifest errorcost, reduction or imposition.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing or hereafter adopted: (i) subjects any Lender Party or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, any Letter of Credit or any Letter of Credit Participation, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees fee or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Party or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is locatedOffice), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender Party or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Party or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Party or any Notional Euro-Rate Funding Office under this AgreementAgreement or any Letter of Credit or any Letter of Credit Participation, or (iv) imposes upon any Lender Party or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any Letter of Credit or any Letter of Credit Participation, or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any LenderLender Party, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderLender Party, with respect to this Agreement, the Notes Notes, any Letter of Credit or any Letter of Credit Participation or the issuance, making, maintenance or funding of any Loan or Letter of Credit or Letter of Credit Participation (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such LenderLender Party's or such controlling Person's capital, taking into consideration such LenderLender Party's or such controlling Person's policies with respect to capital adequacy) by an amount which such Lender Party deems to be material (such Lender Party being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Fundsthrough transactions in the interbank eurodollar market whether or not such transactions were actually carried on there), such Lender Party may from time to time notify Genesis, on behalf of the Borrower Borrowers, of the amount determined in good faith (using any averaging and attribution methods) by such Lender Party (which determination shall be conclusive) to be necessary to compensate such Lender Party or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Borrowers to such Lender five Business Days Party 30 days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender Party as to the amount due and payable under this Section 2.10(a2.12(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate LIBOR Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the Borrower Borrowers of principal, interest, commitment fees fee or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate LIBOR Funding Office imposed by the jurisdictions (federal, state and local) in which the such Lender's ’s principal office or Notional Euro-Rate LIBOR Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate LIBOR Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, LIBOR hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate LIBOR Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate LIBOR Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate LIBOR Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan Loan, any Letter of Credit or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate LIBOR Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan or any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's ’s or controlling Person's ’s capital, taking into consideration such Lender's ’s or controlling Person's ’s policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate LIBOR Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate LIBOR Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Borrowers to such Lender five (5) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. Each Lender agrees that it will use good faith efforts to notify the Borrowers of the occurrence of any event that would give rise to a payment under this Section 2.10(a); provided, however, that any failure of any Lender to give any such notice shall have no effect on the Borrowers’ obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or change therein or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted or hereafter adopted: made after the date hereof: (i) subjects any Lender or any Notional Euro-Rate Funding Office or the LC Issuer to any tax or changes the basis of taxation taxation, to the extent such tax or change relates to the Euro-Rate Loans or the CD Rate Loans, with respect to this Agreement, the Notes, the Euro-Rate Loans or the CD Rate Loans, the Letters of Credit, participations therein or payments by the Borrower of principalprincipal of, interestor interest on, commitment fees the Euro-Rate Loans or other amounts due the CD Rate Loans, from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office or the LC Issuer imposed by the jurisdictions (federal, state state, local and localforeign) in which the Lender's principal office or Notional Euro-Rate Funding Office or the LC Issuer is located), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (in connection with the Euro-Rate Loans or the CD Rate Loans) or the LC Issuer (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), , (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeOffice or the LC Issuer, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office or the LC Issuer under this Agreement, or or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office or the LC Issuer any other condition or expense, to the extent such condition or expense with respect relates to the Euro-Rate Loans or the CD Rate Loans, directly related to this Agreement, the Notes or its making, maintenance or funding of any Euro-Rate or CD Rate Loan or any security therefor, the Letters of Credit or participations therein. and the result of any of the foregoing is reasonably determined by any Lender or the LC Issuer to increase the cost to, reduce the income receivable by, or impose any expense (including excluding loss of margin) upon any such Lender, 37 46 any Notional Euro-Rate Funding office Office or the LC Issuer, as applicable, or, in the case of clause (iii) hereof, any Person controlling a LenderLender or the LC Issuer, with respect to this Agreement, the Notes Notes, the Letters of Credit or the making, maintenance or funding of any Loan or Letters of Credit or participations therein (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or LC Issuer's or controlling Person's capital, taking into consideration such Lender's or LC Issuer's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender or the LC Issuer reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender or the LC Issuer may from time to time promptly notify the Borrower of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender or the LC Issuer (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office or the LC Issuer for such increase, reduction or imposition. The Borrower shall have no obligation to reimburse a Lender or the LC Issuer under this Section 2.14(a) for any amount with respect to any such increase, reduction or imposition which amount is attributable to a period of more than 60 days ending prior to the date of such Lender's or LC Issuer's first notice to the Borrower of such increase, reduction or imposition. Each Lender or the LC Issuer will notify the Borrower and the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender or the LC Issuer to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Lender or the LC Issuer will furnish the Borrower and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender or the LC Issuer for compensation from the Borrower under this Section 2.14. Such amount shall be due and payable by the Borrower to such Lender or the LC Issuer five Business Days after such notice is given, together with an amount equal to interest on such amount from . In the date two Business Days event that after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the Borrower shall have paid any additional amount due and payable under this Section 2.10(a2.14(a) from time with respect to time any Loan or Letter of Credit or participations therein such Lender or the LC Issuer shall have successfully contested such law, regulation, treaty, order, directive, interpretation or condition, then, to the extent that such Lender or the LC Issuer is or will be placed in the same position it was prior to the incurrence of the additional costs received or receivable (on an after-tax basis) and its contest of such law, regulation or other condition, such Lender or the method of calculating LC Issuer shall refund to the Borrower such additional amount shall or any portion thereof with respect to which such Lender or the LC Issuer is or will be conclusive absent manifest errorplaced in such position.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirement(a)ExpeIncreased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. .. If any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is locatedBank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateBank, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeBank, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office Bank under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Personany Bank's capital, taking into consideration such LenderBank's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender Bank in its sole discretion deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender may Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender five Bank ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return on Borrowing Tranches Subject to a Euro-Rate Option Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If With respect to Borrowing Tranches subject to the Euro-Rate Option, if any Law future Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office Bank to any tax or changes the basis of taxation charge with respect to this Agreement, the NotesNote, the Loans or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes Note (except for taxes on the overall net income of the Bank, any corporate franchise tax imposed on the Bank or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office any withholding tax imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is locatedUnited States of America), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateBank, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Officethe Bank, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office the Bank under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense expenses (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Bank with respect to this Agreement, the Notes Note or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Personthe Bank's capital, taking into consideration such Lenderthe Bank's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender the Bank in its sole discretion deems to be material (such Lender being deemed for this purpose to have madematerial, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Bank may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender the Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office the Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender five the Bank within ten (10) Business Days after such notice is given; provided, together with however, that if the Bank demands compensation under this Section 1.14, Borrower may at any time upon two (2) Business Days' prior notice to the Bank (a) give notice to the Bank that it is canceling such Borrowing Tranches subject to a Euro-Rate Option, whereupon each such Borrowing Tranche so canceled shall terminate and the Borrower shall be obligated to compensate the Bank as provided in this Section 1.14(a) above and to indemnify the Bank as provided in subsection 1.14(b) below and to pay the Bank upon demand an amount equal to interest on all Consequential Loss, if any, resulting therefrom, and (b) convert such amount from Borrowing Tranches subject to the date two Business Days after the date demanded until such due date at Euro-Rate Option to the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender Party or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesNotes or the Loans, the Loans or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Party or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the LenderLender Party's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit deposit, insurance assessment or similar any other requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder),with (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Party, any Person controlling any Lender Party or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Party, any Person controlling any Lender Party or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Party or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security thereforLoan, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any LenderLender Party, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderLender Party, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such LenderLender Party's or controlling Person's capital, taking into consideration such LenderLender Party's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender Party deems to be material (such Lender Party being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Party may from time to time notify provide notice to the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender Party (which determination shall be conclusive) to be necessary to compensate such Lender Party or such Notional Euro-Rate Funding Office for such increase, reduction or imposition, which notice shall describe such increase, reduction or imposition in reasonable detail. In making any such determination such Lender Party may take into account any special, supplemental or other nonrecurring items, may apply any averaging or attribution methods (to the extent such methods are applied pursuant to a policy adopted by such Lender Party to apply such methods generally to customers similar to the Borrower and having similar provisions in agreements with such Lender Party), and may make such determination prospectively or retrospectively. Such amount shall be due and payable by the Borrower to such Lender Party five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If after the date hereof any Law or guideline or interpretation or application thereof by any United States Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any United States Governmental Authority (whether or not having the force of law) now existing or hereafter adopted:): (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such the Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such any Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Fixed LIBOR Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, or in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive, absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five thirty (30) Business Days after such notice is given, together with an amount equal given unless the Borrower has given notice of its intention to interest on replace such amount from the date two Business Days after the date demanded until such due date at the Base Rate OptionLender pursuant to Section 2.18. A certificate by such Lender as to the amount due and payable under this Section 2.10(aSECTION 2.16(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error. Each Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this SECTION 2.16(a); pROVIDED, HOWEVER, that any failure of such Lender to give any such notice shall have no effect on the Borrowers' obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law Applicable Laws and Regulations or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawApplicable Laws and Regulations) now existing or hereafter adopted: (i) subjects any Lender Lessor or any Notional Euro-Rate Funding LIBOR Office to any tax or changes the basis of taxation with respect to this Participation Agreement, the Lease, the Notes, the Loans or payments by the Borrower Lessee or Genesis of Basic Rent, the Lease Balance, principal, interest, commitment fees fee or other amounts due from the Borrower any such party hereunder or under the Notes Lease (except for taxes on the overall net income or overall gross receipts of such Lender Lessor or such Notional Euro-Rate Funding LIBOR Office imposed by the jurisdictions (federal, state and local) in which the LenderLessor's principal office or Notional Euro-Rate Funding LIBOR Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender Lessor or any Notional Euro-Rate Funding LIBOR Office (other than requirements expressly included herein in the determination of the CD LIBO Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Lessor or any Notional Euro-Rate Funding LIBOR Office, or (B) otherwise applicable to the obligations of any Lender Lessor or any Notional Euro-Rate Funding LIBOR Office under this Participation Agreement, the Lease or any of the other Operative Documents, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding LIBOR Office any other condition or expense with respect to this Participation Agreement, the Lease, the Notes or any of the other Operative Documents or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office LIBOR Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the issuance, making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or such controlling Person's capital, taking into consideration such LenderLessor's or such controlling Person's policies with respect to capital adequacy) by an amount which such Lender Lessor deems to be material (such Lender Lessor being deemed for this purpose to have made, maintained or funded each Funding Segment portion of the CD Equity Amount bearing interest based upon LIBO Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Lessor may from time to time notify the Borrower Agent and Lessee, of the amount determined in good faith (using any averaging and attribution methods) by such Lender Lessor (which determination shall be conclusive) to be necessary to compensate such Lender Lessor or such Notional Euro-Rate Funding LIBOR Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Lessee to such Lender five Business Days Lessor 30 days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Prime Rate Optionplus the Applicable Margin (calculated on the basis of a year of 360 days and actual days elapsed). A certificate by such Lender Lessor as to the amount due and payable under this Section 2.10(a5.16(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower any Loan Party of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five fifteen Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate OptionOption applicable to Term Loans. A certificate by such Lender as to the amount due and payable under this Section 2.10(a2.13(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error. Each Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this Section 2.13(a); provided, however, that any failure of such Lender to give any such notice shall have no effect on any Loan Party's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, ----------------------------------------------------------------- Capital Adequacy Requirements, Expenses, Etc. If any Law Applicable Laws and -------------------------------------------- Regulations or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawApplicable Laws and Regulations) now existing or hereafter adopted: (i) subjects any Lender Lessor or any Notional Euro-Rate Funding Office Participant to any tax or changes the basis of taxation with respect to this Agreement, the Lease, the Sublease, the Notes, the Loans Trust Certificates, any other Operative Documents, the Loans, the Investor Contribution, or payments by any Lessee Party of Basic Rent, Supplemental Rent, the Borrower of Lease Balance, principal, interest, commitment fees fee or other amounts due from the Borrower any such party hereunder or under the Notes Lease, or Sublease or other Operative Documents (except for taxes on the overall net income or overall gross receipts of such Lender any Participant or such Notional Euro-Rate Funding Office Lessor imposed by the jurisdictions (federal, state and local) in which the Lendersuch Participant's or Lessor's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office Participant (other than requirements expressly included herein in the determination of the CD LIBO Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (Aa) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeParticipant, or (Bb) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office Participant under this Agreement, the Lease or any of the other Operative Documents, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office Participant any other condition or expense with respect to this Agreement, the Notes Lease, the Notes, the Trust Certificates, or any of the other Operative Documents or its making, maintenance or funding of any Loan or Investor Contribution or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any LenderParticipant, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a LenderParticipant, with respect to this Agreement, the Notes Notes, the Trust Certificates or the issuance, making, maintenance or funding of any Loan or Investor Contribution (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such LenderParticipant's or such controlling Person's capital, taking into consideration such Lender's Participant or such controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Participant may from time to time notify the Borrower Lessor, Agent and Lessee of the amount determined in good faith (using any averaging and attribution methods) by such Lender Participant (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Lessee to such Lender five Business Days Participant thirty (30) days after such notice is given, together with an amount equal to interest on such amount from the date two (2) Business Days after the date demanded until such due date at the Base Rate Optionplus the Applicable Margin (calculated on the basis of a year of 360 days and actual days elapsed). A certificate by such Lender Participant as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etcetc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-LIBO Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-LIBO Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-LIBO Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-LIBO Rate Funding Office (other than requirements expressly included herein in the determination of the CD LIBO Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-LIBO Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline change therein or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw), in each case adopted or made after the date hereof (or, with respect to any Other Borrower, adopted or made at any time); provided, however, that for purposes of this Section 4.08, (x) now existing the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or hereafter adoptedany change therein or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any related request or directive of any Governmental Authority (whether or not having the force of Law) and (y) any requests or directives promulgated by, or the interpretations or applications thereof by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted or made after the date hereof: (i) subjects any Lender or Issuer or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation Tax with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the any Borrower of principal, interest, commitment fees Commitment Fees or other amounts due from the any Borrower hereunder or under the Notes Notes, or other obligations, its deposits, reserves, other liabilities or capital attributable thereto (except for taxes on the overall net income (A) Indemnified Taxes or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and localB) in which the Lender's principal office or Notional Euro-Rate Funding Office is locatedExcluded Taxes), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments imposes any other condition adversely affecting the cost to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such a Lender or any Issuer or Notional Euro-Rate Funding Office of making, maintaining or funding any Loan or issuing any Letter of Credit or acquiring or maintaining a participation in any Letter of Credit hereunder (other than requirements expressly included herein in the determination of the CD Rate or interest under the Euro-RateRate Option), as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy adequacy, liquidity or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Lender, any Issuer or any Notional Euro-Rate Funding OfficeOffice hereunder, or any Person controlling a Lender or an Issuer, or (B) otherwise applicable to the obligations of any Lender Lender, any Issuer or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon or any Person controlling a Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, an Issuer. and the result of any of the foregoing is reasonably determined by any Lender or Issuer to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lendersuch Lender or Issuer, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderLender or Issuer, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan or the issuing of any Letter of Credit or the acquiring or maintaining of a participation in any Letter of Credit (or, in the case of any capital adequacy adequacy, liquidity or similar requirement, to have the effect of reducing the rate of return on such Lender's ’s, Issuer’s or controlling Person's ’s capital, taking into consideration such Lender's ’s, Issuer’s or controlling Person's ’s policies with respect to capital adequacy, liquidity or similar requirement) by an amount which such Lender or Issuer reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender or Issuer may from time to time promptly notify the Borrower Parent of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender or Issuer (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or Issuer or such Notional Euro-Rate Funding Office or controlling Person for such increase, reduction or imposition. Each Lender and Issuer will furnish the Parent and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender or Issuer for compensation from the Parent under this Section 4.08. Such amount shall be due and payable by the Borrower Parent to such Lender or Issuer five Business Days after such notice is given, together with an amount equal ; provided that the Parent shall not be obligated to interest on pay such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by compensation unless such Lender as or Issuer in such notice certifies its good faith determination that it shall be generally assessing such amounts against borrowers under agreements having provisions similar to this paragraph. Notwithstanding the amount due and payable foregoing, the Parent will not be required to reimburse any Lender or Issuer for any such increase, reduction or imposition under this Section 2.10(a4.08 (a) from time that (i) arises prior to time 120 days preceding the date of such Lender’s or Issuer’s request for compensation under this Section 4.08(a), unless the applicable Law, guideline, change, interpretation or application is imposed retroactively or (ii) if the applicable Law, guideline, change, interpretation or application is imposed retroactively, arises prior to 120 days preceding the later of the date the Lender or Issuer reasonably should have learned of such Law, guideline, change, interpretation or application and the method date of calculating such amount Lender’s or Issuer’s request. Each Lender will take actions of the type referred to in Section 4.10, if such actions would avoid the conditions referred to in clause (i), (ii) and (iii) of this Section 4.08(a) and would not in the good faith judgment of such Lender be disadvantageous in any way to such Lender or its Affiliates at such time or in the future. If a Lender requests reimbursement under this Section 4.08(a), so long as the circumstances giving rise to such request continue to exist, the Parent at its option, and at the sole cost and expense of the Borrowers, may replace such Lender with another Lender or a financial institution reasonably satisfactory to the Administrative Agent, each Issuer and each Swingline Lender by giving notice of such replacement Lender to such Lender and the Administrative Agent. Unless the Administrative Agent, any Issuer or any Swingline Lender shall be conclusive absent manifest errorobject to the identity of such proposed replacement Lender within 10 days after receipt of such notice, the Lender being so replaced shall, upon payment in full in cash to it of all amounts owed to it hereunder and under the other Loan Documents, including all amounts owed under Section 4.08(c) hereof, assign all of its interests hereunder and under the other Loan Documents to such replacement Lender and such replacement Lender shall assume all of such other Lender’s obligations hereunder and under the other Loan Documents in accordance with the provisions of Section 12.14(c) hereof.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Compensation for Taxes, Reserves, Capital Adequacy Requirements, Expenses, EtcReserves and Exsenses on Outstandinq Loans. If any Law or guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority central bank or other Official Body (whether or not having the force of law) now existing or hereafter adopted:Law): (i) subjects any Lender Bank (including the Agent) or any Notional Euro-Rate Funding Office to any tax tax, or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, or payments by the Borrower of principal, interest, commitment fees interest or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Bank or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the Lendersuch Bank's principal executive office or Notional Euro-Rate Funding Office is located),; (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend assets held by, credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender any Bank or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder),; or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Bank or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes Notes, the Commitment, or its making, maintenance or funding of any Loan part of the Loans, including, without limitation, any capital adequacy or any security therefor, similar requirement; and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, Bank or any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Office with respect to this Agreement, the Notes Notes, or the making, maintenance or funding of any Loan (or, in part of the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) Loans by an amount which such Lender any Bank deems to be material (such Lender Bank being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion of the Loans from a Corresponding Source of Funds), such Lender may Bank shall from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender Bank (which determination shall be conclusive) to be necessary to compensate such Lender Bank or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction in income or impositionadditional expense. Such amount shall be due and payable by the Borrower to such Lender five Bank ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as Such notice shall be given to the Borrower within a reasonable time following such Bank's determination of the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorowed.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the such Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan Loan, any Letter of Credit or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan or any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five (5) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. Each Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this Section 2.10(a); provided, however, that any failure of any Lender to give any such notice shall have no effect on the Borrower's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law introduction of any new Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof of a Law by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office at least a Required Threshold of Banks to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or the Escrow Agreements or payments by the Borrower of principal, interest, commitment fees Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is locatedBank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination at least a Required Threshold of the CD Rate or the Euro-RateBanks, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Officeat least a Required Threshold of Banks, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office at least a Required Threshold of Banks under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case at least a Required Threshold of clause (iii) hereof, any Person controlling a Lender, Banks each with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capitalthe capital of at least a Required Threshold of Banks, taking into consideration such Lender's or controlling Person's Banks' customary policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may Banks shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender Banks (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office Banks for such increaseincrease in cost, reduction of income or impositionadditional expense for periods on and after the date on which such Banks notify Borrower thereof. Such notice shall set forth in reasonable detail the basis for such determination and shall be delivered within three (3) months after the date on which a Required Threshold of Banks have become aware of such increase in cost reduction in income or additional expenses and ascertained the amount thereof. Such amount shall be due and payable by the Borrower to such Lender five Business Days Banks thirty (30) days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes4.5.1. INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law Law, guideline or interpretation adopted after the date hereof or any change after the date hereof in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender any Lender, or any Notional Euro- 45 -Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeLender, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Lender with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such any Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender in its sole discretion deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender may shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) 5.5.1. Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter other Official Body, including, without limitation, all requests, rules, guidelines or directives issued under or in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign regulatory authorities, regardless of the date adopted, issued, promulgated, or implemented: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender any Bank or any Notional Euro-Rate Funding Office lending office of any Bank or the Issuing Bank, or (ii) subjects any of the Administrative Agent, PNC Bank as provider of the Swing Loans, the Issuing Bank or any Bank to any Taxes (other than requirements expressly included herein (A) Indemnified Taxes, (B) Taxes described in the determination clauses (ii) through (iv) of the CD Rate definition of Excluded Taxes, or the Euro-Rate(C) Connection Income Taxes) on its loans, as the case may beloan principal, hereunder),letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (iii) imposes on any Bank or the Issuing Bank or the London interbank market any other conditions, cost or expenses (other than Taxes) affecting this Agreement or Loans made by such Bank or any Letter of Credit or participation therein; (iv) imposes, modifies or deems applicable any capital adequacy adequacy, liquidity or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender Bank or any Notional Euro-Rate Funding OfficeIssuing Bank, or (B) otherwise applicable to the obligations of any Lender Bank or any Notional Euro-Rate Funding Office lending office of any Bank or any Issuing Bank under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to the Administrative Agent, PNC Bank as provider of the Swing Loan, the Issuing Bank or any Bank of making, converting to, or continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to any of them of participating in, issuing or maintaining any Letter of Credit (or maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the income amount of sum received or receivable by, such Bank, Administrative Agent, PNC Bank or impose Issuing Bank, whether of principal, interest or any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan other amount (or, in the case of any capital adequacy adequacy, liquidity or similar requirement, to have the effect of reducing the rate of return on such Lender's any Bank’s or controlling Person's Issuing Bank’s capital, taking into consideration such Lender's Bank’s or controlling Person's Issuing Bank’s customary policies with respect to capital adequacyadequacy or liquidity) by an amount which such Lender Bank or Issuing Bank in its sole discretion deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender may Bank or Issuing Bank shall from time to time notify TGI, as agent for the Borrower Borrowers, and the Administrative Agent of the amount determined in good good-faith (using any reasonable averaging and attribution methods) by such Lender (which determination shall be conclusive) Bank or Issuing Bank to be necessary to compensate such Lender Bank or such Notional Euro-Rate Funding Office Issuing Bank for such increaseincrease in cost, reduction of income or impositionadditional expense (to the extent not reflected in the determination of Base Rate). Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Lender five Bank or Issuing Bank ten (10) Business Days after such notice is given. Failure or delay on the part of the Administrative Agent, together with an amount equal PNC Bank as the provider of Swing Loans, any Bank or Issuing Bank to interest on demand compensation pursuant to this Section 5.5 shall not constitute a waiver of the Administrative Agent’s, PNC Bank’s, such amount from Bank’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate the Administrative Agent, PNC Bank, a Bank or the Issuing Bank pursuant to this Section 5.5 for any increased costs incurred or reductions suffered more than nine months prior to the date two Business Days after that the date demanded until Administrative Agent, PNC Bank, such due date at Bank or Issuing Bank, as the Base Rate Option. A certificate by case may be, notifies the Borrowers of change in Law or other circumstances described above giving rise to such Lender as increased costs or reductions, and of the Administrative Agent, PNC Bank’s, such Bank’s or Issuing Bank’s intention to claim compensation therefor (except that, if the amount due and payable under this Section 2.10(a) from time change in Law or other circumstances described above giving rise to time and such increase costs or reductions is retroactive, then the method of calculating such amount nine month period referred to above shall be conclusive absent manifest errorextended to include the period of retroactive effect).

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law or change therein or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted or hereafter adoptedmade after the date hereof: (i) subjects any Lender or any Notional Euro-Rate Funding Office or the LC Issuer to any tax or changes the basis of taxation taxation, to the extent such tax or change relates to the Euro-Rate Loans or the CD Rate Loans, with respect to this Agreement, the Notes, the Euro-Rate Loans or the CD Rate Loans, the Letters of Credit, participations therein or payments by the any Borrower of principalprincipal of, interestor interest on, commitment fees the Euro-Rate Loans or other amounts due the CD Rate Loans, from the any Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office or the LC Issuer imposed by the jurisdictions (federal, state state, local and localforeign) in which the Lender's principal office or Notional Euro-Rate Funding Office or the LC Issuer is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (in connection with the Euro-Rate Loans or the CD Rate Loans) or the LC Issuer (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeOffice or the LC Issuer, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office or the LC Issuer under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office or the LC Issuer any other condition or expense, to the extent such condition or expense with respect relates to the Euro-Rate Loans or the CD Rate Loans, directly related to this Agreement, the Notes or its making, maintenance or funding of any Euro-Rate or CD Rate Loan or any security therefor, the Letters of Credit or participations therein. and the result of any of the foregoing is reasonably determined by any Lender or the LC Issuer to increase the cost to, reduce the income receivable by, or impose any expense (including excluding loss of margin) upon any such Lender, any Notional Euro-Rate Funding office Office or the LC Issuer, as applicable, or, in the case of clause (iii) hereof, any Person controlling a LenderLender or the LC Issuer, with respect to this Agreement, the Notes Notes, the Letters of Credit or the making, maintenance or funding of any Loan or Letters of Credit or participations therein (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or LC Issuer's or controlling Person's capital, taking into consideration such Lender's or LC Issuer's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender or the LC Issuer reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender or the LC Issuer may from time to time promptly notify the Borrower Company of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender or the LC Issuer (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office or the LC Issuer for such increase, reduction or imposition. No Borrower shall have an obligation to reimburse a Lender or the LC Issuer under this Section 2.14(a) for any amount with respect to any such increase, reduction or imposition which amount is attributable to a period of more than 60 days ending prior to the date of such Lender's or LC Issuer's first notice to the Company of such increase, reduction or imposition. Each Lender or the LC Issuer will notify the Company and the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender or the LC Issuer to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Lender or the LC Issuer will furnish the Company and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender or the LC Issuer for compensation from any Borrower under this Section 2.14. Such amount shall be due and payable by the applicable Borrower to such Lender or the LC Issuer five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as given to the Company. In the event that after a Borrower shall have paid any additional amount due and payable under this Section 2.10(a2.14(a) from time with respect to time any Loan or Letter of Credit or participations therein such Lender or the LC Issuer shall have successfully contested such law, regulation, treaty, order, directive, interpretation or condition, then, to the extent that such Lender or the LC Issuer is or will be placed in the same position it was prior to the incurrence of the additional costs received or receivable (on an after-tax basis) and its contest of such law, regulation or other condition, such Lender or the method of calculating LC Issuer shall refund to the relevant Borrowers such additional amount shall or any portion thereof with respect to which such Lender or the LC Issuer is or will be conclusive absent manifest errorplaced in such position.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law or change therein or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted or hereafter adoptedmade after the date hereof: (i) subjects any Lender or any Notional Euro-Rate Funding Office or the LC Issuer to any tax or changes the basis of taxation with respect taxation, to this Agreementthe extent such tax or change relates to the Euro-Rate Portion of any Loans, the NotesLetters of Credit, the Loans participations therein or payments by the any Borrower of principalprincipal of, interestor interest on, commitment fees or other amounts due the Euro-Rate Portion of any Loans, from the any Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office or the LC Issuer imposed by the jurisdictions (federal, state state, local and localforeign) in which the Lender's principal office or Notional Euro-Rate Funding Office or the LC Issuer is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (in connection with the EuroRate Portion of any Loans) or the LC Issuer (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeOffice or the LC Issuer, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office or the LC Issuer under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office or the LC Issuer any other condition or expense, to the extent such condition or expense with respect relates to this Agreementthe Euro-Rate Portion of any Loans, the Notes or its making, maintenance or funding of the Euro-Rate Portion of any Loan Loans or any security therefor, the Letters of Credit or participations therein; and the result of any of the foregoing is reasonably determined by any Lender or the LC Issuer to increase the cost to, reduce the income receivable by, or impose any expense (including excluding loss of margin) upon any such Lender, any Notional Euro-Rate Funding office Office or the LC Issuer, as applicable, or, in the case of clause (iii) hereof, any Person controlling a LenderLender or the LC Issuer, with respect to this Agreementthe Euro-Rate Portion of any Loans, the Notes Letters of Credit or the making, maintenance or funding of any such Loan or Letters of Credit or participations therein (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or LC Issuer's or controlling Person's capital, taking into consideration such Lender's or LC Issuer's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender or the LC Issuer reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender or the LC Issuer may from time to time promptly notify the Borrower Company of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender or the LC Issuer (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office or the LC Issuer for such increase, reduction or imposition. No Borrower shall have an obligation to reimburse a Lender or the LC Issuer under this Section 2.14(A) for any amount with respect to any such increase, reduction or imposition which amount is attributable to a period of more than 60 days ending prior to the date of such Lender's or LC Issuer's first notice to the Company of such increase, reduction or imposition. Each Lender or the LC Issuer will notify the Company and the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender or the LC Issuer to compensation pursuant to this Section 2.14(A) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Lender or the LC Issuer will furnish the Company and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender or the LC Issuer for compensation from any Borrower under this Section 2.14(a). Such amount shall be due and payable by the applicable Borrower to such Lender or the LC Issuer five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as given to the Company. In the event that after a Borrower shall have paid any additional amount due and payable under this Section 2.10(a2.14(a) from time with respect to time any Loan or Letter of Credit or participations therein such Lender or the LC Issuer shall have successfully contested such law, regulation, treaty, order, directive, interpretation or condition, then, to the extent that such Lender or the LC Issuer is or will be placed in the same position it was prior to the incurrence of the additional costs received or receivable (on an after-tax basis) and its contest of such law, regulation or other condition, such Lender or the method of calculating LC Issuer shall refund to the relevant Borrowers such additional amount shall or any portion thereof with respect to which such Lender or the LC Issuer is or will be conclusive absent manifest errorplaced in such position.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate LIBOR Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate LIBOR Funding Office imposed by the jurisdictions (federal, state and local) in which the such Lender's principal office or Notional Euro-Rate LIBOR Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate LIBOR Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, LIBOR hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate LIBOR Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate LIBOR Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate LIBOR Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan Loan, any Letter of Credit or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate LIBOR Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan or any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate LIBOR Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate LIBOR Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five (5) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. Each Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this Section 2.10(a); provided, however, that any failure of any Lender to give any such notice shall have no effect on the Borrower's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or change therein or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted or hereafter adoptedmade after the date hereof: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or Rate, the Euro-Rate, or the determination of additional interest pursuant to Section 2.12(c) hereof, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect directly related to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.Loan

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or change therein or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted or hereafter adoptedmade after the date hereof: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or -44- 50 contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect directly related to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is determined by any Lender to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any such Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time promptly notify the Borrower of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. The Borrower shall have no obligation to reimburse a Lender under this Section 2.13(a) for any amount with respect to any such increase, reduction or imposition which amount is attributable to a period of more than 60 days ending prior to the date of such Lender's first notice to the Borrower of such increase, reduction or imposition. Each Lender will notify the Borrower and each Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Lender will furnish the Borrower and each Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender for compensation from the Borrower under this Section 2.13. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from . In the date two Business Days event that after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the Borrower shall have paid any additional amount due and payable under this Section 2.10(a2.13(a) from time with respect to time any Loan such Lender shall have successfully contested such law, regulation, treaty, order, directive, interpretation or condition, then, to the extent that such Lender is or will be placed in the same position it was prior to the incurrence of the additional costs received or receivable (on an after-tax basis) and its contest of such law, regulation or other condition, such Lender shall refund to the method of calculating Borrower such additional amount shall or any portion thereof with respect to which such Lender is or will be conclusive absent manifest errorplaced in such position.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline change therein or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing Law), in each case adopted or hereafter adopted:made after the date hereof (or, with respect to any Other Borrower, adopted or made at any time): (i) subjects any Lender or Issuer or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the any Borrower of principal, interest, commitment fees Commitment Fees or other amounts due from the any Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Lender, such Issuer or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's ’s or Issuer’s principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments imposes any other condition adversely affecting the cost to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such a Lender or any Issuer or Notional Euro-Rate Funding Office of making, maintaining or funding any Loan or issuing any Letter of Credit or acquiring or maintaining a participation in any Letter of Credit hereunder (other than requirements expressly included herein in the determination of the CD Rate or interest under the Euro-RateRate Option), as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Lender, any Issuer or any Notional Euro-Rate Funding OfficeOffice hereunder, or any Person controlling a Lender or an Issuer, or (B) otherwise applicable to the obligations of any Lender Lender, any Issuer or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon or any Person controlling a Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, an Issuer. and the result of any of the foregoing is reasonably determined by any Lender or Issuer to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lendersuch Lender or Issuer, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderLender or Issuer, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan or the issuing of any Letter of Credit or the acquiring or maintaining of a participation in any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's ’s, Issuer’s or controlling Person's ’s capital, taking into consideration such Lender's ’s, Issuer’s or controlling Person's ’s policies with respect to capital adequacy) by an amount which such Lender or Issuer reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender or Issuer may from time to time promptly notify the Borrower Parent of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender or Issuer (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or Issuer or such Notional Euro-Rate Funding Office or controlling Person for such increase, reduction or imposition. Each Lender and Issuer will furnish the Parent and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender or Issuer for compensation from the Parent under this Section 4.08. Such amount shall be due and payable by the Borrower Parent to such Lender or Issuer five Business Days after such notice is given. Notwithstanding the foregoing, together with an amount equal the Parent will not be required to interest on reimburse any Lender or Issuer for any such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable increase, reduction or imposition under this Section 2.10(a4.08(a) from time that (i) arises prior to time 120 days preceding the date of such Lender’s or Issuer’s request for compensation under this Section 4.08(a), unless the applicable Law, guideline, change, interpretation or application is imposed retroactively or (ii) if the applicable Law, guideline, change, interpretation or application is imposed retroactively, arises prior to 120 days preceding the later of the date the Lender or Issuer reasonably should have learned of such Law, guideline, change, interpretation or application and the method date of calculating such amount Lender’s or Issuer’s request. Each Lender will take actions of the type referred to in Section 4.10, if such actions would avoid the conditions referred to in subsections (i), (ii) and (iii) of this Section 4.08(a) and would not in the good faith judgment of such Lender be disadvantageous in any way to such Lender or its Affiliates at such time or in the future. If a Lender requests reimbursement under this Section 4.08(a), so long as the circumstances giving rise to such request continue to exist, the Parent at its option, may replace such Lender with another commercial lending institution (which may be a Lender) reasonably satisfactory to the Administrative Agent by giving notice of such replacement Lender to such Lender and the Administrative Agent. Unless the Administrative Agent or any Issuer shall be conclusive absent manifest errorobject to the identity of such proposed replacement Lender within 10 days after receipt of such notice, the Lender being so replaced shall, upon indefeasible payment in full to it of all amounts owed to it hereunder and under the other Loan Documents, including all amounts owed under Section 4.08(c) hereof, assign all of its interests hereunder and under the other Loan Documents to such replacement Lender and such replacement Lender shall assume all of such other Lender’s obligations hereunder and under the other Loan Documents in accordance with the provisions of Section 12.14(c) hereof.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------- Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline ------------------------------------------------------ or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender the Agent or any Notional Euro-Rate Funding Office a Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of the Agent or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office a Bank imposed by the jurisdictions (federal, state and local) jurisdiction in which the LenderAgent or such Bank's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender the Agent or any Notional Euro-Rate Funding Office a Bank (or participation therein) (other than requirements expressly included herein in the determination of the CD LIBOR Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender the Agent or any Notional Euro-Rate Funding Office, a Bank (or participations therein) or (B) otherwise applicable to the obligations of any Lender the Agent or any Notional Euro-Rate Funding Office a Bank under this Agreement, or (iv) imposes upon any Lender the Agent or any Notional Euro-Rate Funding Office a Bank any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding any part of any Loan the Loans (or any security thereforparticipations therein), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling Agent or a Lender, Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.the

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any the Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesNote, the Loans Commitments, the Loans, or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes Note (except for taxes payable by the Lender based on the overall net income or overall gross receipts of such the Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (foreign, federal, state and and/or local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such the Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD LIBOR Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Officethe Lender, or (B) otherwise applicable to the obligations of any the Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any the Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes Note, the Commitments or its making, maintenance or funding of any Loan Loan, Letter of Credit, or any security thereforfor any thereof, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof), any Person controlling a the Lender, with respect to this Agreement, the Notes Note, the Commitments or the making, maintenance or funding of any Loan or Letter of Credit, (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such the Lender's ’s or controlling Person's ’s capital, taking into consideration such the Lender's ’s or controlling Person's ’s policies with respect to capital adequacy) by an amount which such the Lender deems to be material (such Lender being deemed for this purpose to have madematerial, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such the Lender (which determination shall be conclusive) to be necessary to compensate such the Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. In making any such determination the Lender may take into account any special, supplemental or other nonrecurring items, may apply any averaging or attribution methods, and may make such determination prospectively or retrospectively. Such amount shall be due and payable by the Borrower to such the Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender Party or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesNotes or the Loans, the Loans or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Party or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the LenderLender Party's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit deposit, insurance assessment or similar any other requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender Party or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Party, any Person controlling any Lender Party or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Party, any Person controlling any Lender Party, or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Party or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security thereforLoan, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any LenderLender Party, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderLender Party, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such LenderLender Party's or controlling Person's capital, taking into consideration such LenderLender Party's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender Party deems to be material (such Lender Party being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Party may from time to time notify provide notice to the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender Party (which determination shall be conclusive) to be necessary to compensate such Lender Party or such Notional Euro-Rate Funding Office for such increase, reduction or imposition, which notice shall describe such increase, reduction or imposition in reasonable detail. In making any such determination such Lender Party may take into account any special, supplemental or other nonrecurring items, may apply any averaging or attribution methods (to the extent such methods are applied pursuant to a policy adopted by such Lender Party to apply such methods generally to customers similar to the Borrower and having similar provisions in agreements with such Lender Party), and may make such determination prospectively or retrospectively. Such amount shall be due and payable by the Borrower to such Lender Party five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline change therein or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw), in each case adopted or made after the date hereof (or, with respect to any Other Borrower, adopted or made at any time); provided however, that for purposes of this Section 4.08, (x) now existing the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or hereafter adoptedany change therein or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of Law) and (y) any requests or directives promulgated by, or the interpretations or applications thereof by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted or made after the date hereof: (i) subjects any Lender or Issuer or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the any Borrower of principal, interest, commitment fees Commitment Fees or other amounts due from the any Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Lender, such Issuer or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's ’s or Issuer’s principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments imposes any other condition adversely affecting the cost to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such a Lender or any Issuer or Notional Euro-Rate Funding Office of making, maintaining or funding any Loan or issuing any Letter of Credit or acquiring or maintaining a participation in any Letter of Credit hereunder (other than requirements expressly included herein in the determination of the CD Rate or interest under the Euro-RateRate Option), as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or liquidity or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Lender, any Issuer or any Notional Euro-Rate Funding OfficeOffice hereunder, or any Person controlling a Lender or an Issuer, or (B) otherwise applicable to the obligations of any Lender Lender, any Issuer or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon or any Person controlling a Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, an Issuer. and the result of any of the foregoing is reasonably determined by any Lender or Issuer to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lendersuch Lender or Issuer, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderLender or Issuer, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan or the issuing of any Letter of Credit or the acquiring or maintaining of a participation in any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's ’s, Issuer’s or controlling Person's ’s capital, taking into consideration such Lender's ’s, Issuer’s or controlling Person's ’s policies with respect to capital adequacy) by an amount which such Lender or Issuer reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender or Issuer may from time to time promptly notify the Borrower Parent of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender or Issuer (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or Issuer or such Notional Euro-Rate Funding Office or controlling Person for such increase, reduction or imposition. Each Lender and Issuer will furnish the Parent and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender or Issuer for compensation from the Parent under this Section 4.08. Such amount shall be due and payable by the Borrower Parent to such Lender or Issuer five Business Days after such notice is given. Notwithstanding the foregoing, together with an amount equal the Parent will not be required to interest on reimburse any Lender or Issuer for any such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable increase, reduction or imposition under this Section 2.10(a4.08(a) from time that (i) arises prior to time 120 days preceding the date of such Lender’s or Issuer’s request for compensation under this Section 4.08(a), unless the applicable Law, guideline, change, interpretation or application is imposed retroactively or (ii) if the applicable Law, guideline, change, interpretation or application is imposed retroactively, arises prior to 120 days preceding the later of the date the Lender or Issuer reasonably should have learned of such Law, guideline, change, interpretation or application and the method date of calculating such amount Lender’s or Issuer’s request. Each Lender will take actions of the type referred to in Section 4.10, if such actions would avoid the conditions referred to in subsections (i), (ii) and (iii) of this Section 4.08(a) and would not in the good faith judgment of such Lender be disadvantageous in any way to such Lender or its Affiliates at such time or in the future. If a Lender requests reimbursement under this Section 4.08(a), so long as the circumstances giving rise to such request continue to exist, the Parent at its option, may replace such Lender with another commercial lending institution (which may be a Lender) reasonably satisfactory to the Administrative Agent by giving notice of such replacement Lender to such Lender and the Administrative Agent. Unless the Administrative Agent or any Issuer shall be conclusive absent manifest errorobject to the identity of such proposed replacement Lender within 10 days after receipt of such notice, the Lender being so replaced shall, upon indefeasible payment in full to it of all amounts owed to it hereunder and under the other Loan Documents, including all amounts owed under Section 4.08(c) hereof, assign all of its interests hereunder and under the other Loan Documents to such replacement Lender and such replacement Lender shall assume all of such other Lender’s obligations hereunder and under the other Loan Documents in accordance with the provisions of Section 12.14(c) hereof.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower any Loan Party of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five fifteen Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate OptionOption applicable to Term Loans. A certificate by such Lender as to the amount due and payable under this Section 2.10(a2.13(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error. Each Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this Section 2.13(a); PROVIDED, however, that any failure of such Lender to give any such notice shall have no effect on any Loan Party's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law or change therein or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted or hereafter adoptedmade after the date hereof: (i) subjects any Lender or any Notional Euro-Rate Funding Office or the LC Issuer to any tax or changes the basis of taxation taxation, to the extent such tax or change relates to the Euro-Rate Loans or the CD Rate Loans, with respect to this Agreement, the Notes, the Euro-Rate Loans or the CD Rate Loans, the Letters of Credit, participations therein or payments by the Borrower of principalprincipal of, interestor interest on, commitment fees the Euro-Rate Loans or other amounts due the CD Rate Loans, from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office or the LC Issuer imposed by the jurisdictions (federal, state state, local and localforeign) in which the Lender's principal office or Notional Euro-Rate Funding Office or the LC Issuer is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (in connection with the Euro-Rate Loans or the CD Rate Loans) or the LC Issuer (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeOffice or the LC Issuer, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office or the LC Issuer under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office or the LC Issuer any other condition or expense, to the extent such condition or expense with respect relates to the Euro-Rate Loans or the CD Rate Loans, directly related to this Agreement, the Notes or its making, maintenance or funding of any Euro-Rate or CD Rate Loan or any security therefor, the Letters of Credit or participations therein. and the result of any of the foregoing is reasonably determined by any Lender or the LC Issuer to increase the cost to, reduce the income receivable by, or impose any expense (including excluding loss of margin) upon any such Lender, any Notional Euro-Rate Funding office Office or the LC Issuer, as applicable, or, in the case of clause (iii) hereof, any Person controlling a LenderLender or the LC Issuer, with respect to this Agreement, the Notes Notes, the Letters of Credit or the making, maintenance or funding of any Loan or Letters of Credit or participations therein (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or LC Issuer's or controlling Person's capital, taking into consideration such Lender's or LC Issuer's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender or the LC Issuer reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender or the LC Issuer may from time to time promptly notify the Borrower of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender or the LC Issuer (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office or the LC Issuer for such increase, reduction or imposition. The Borrower shall have no obligation to reimburse a Lender or the LC Issuer under this Section 2.14(a) for any amount with respect to any such increase, reduction or imposition which amount is attributable to a period of more than 60 days ending prior to the date of such Lender's or LC Issuer's first notice to the Borrower of such increase, reduction or imposition. Each Lender or the LC Issuer will notify the Borrower and the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender or the LC Issuer to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Lender or the LC Issuer will furnish the Borrower and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender or the LC Issuer for compensation from the Borrower under this Section 2.14. Such amount shall be due and payable by the Borrower to such Lender or the LC Issuer five Business Days after such notice is given, together with an amount equal to interest on such amount from . In the date two Business Days event that after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the Borrower shall have paid any additional amount due and payable under this Section 2.10(a2.14(a) from time with respect to time any Loan or Letter of Credit or participations therein such Lender or the LC Issuer shall have successfully contested such law, regulation, treaty, order, directive, interpretation or condition, then, to the extent that such Lender or the LC Issuer is or will be placed in the same position it was prior to the incurrence of the additional costs received or receivable (on an after-tax basis) and its contest of such law, regulation or other condition, such Lender or the method of calculating LC Issuer shall refund to the Borrower such additional amount shall or any portion thereof with respect to which such Lender or the LC Issuer is or will be conclusive absent manifest errorplaced in such position.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate LIBOR Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the Borrower Borrowers of principal, interest, commitment fees fee or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate LIBOR Funding Office imposed by the jurisdictions (federal, state and local) in which the such Lender's ’s principal office or Notional Euro-Rate LIBOR Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate LIBOR Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, LIBOR hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate LIBOR Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate LIBOR Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate LIBOR Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan Loan, any Letter of Credit or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate LIBOR Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan or any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's ’s or controlling Person's ’s capital, taking into consideration such Lender's ’s or controlling Person's ’s policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate LIBOR Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate LIBOR Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Borrowers to such Lender five (5) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) 2.10 from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. Each Lender agrees that it will use good faith efforts to notify the Borrowers of the occurrence of any event that would give rise to a payment under this Section 2.10; provided, however, that any failure of any Lender to give any such notice shall have no effect on the Borrowers’ obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etcetc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-LIBO Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-LIBO Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-LIBO Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-LIBO Rate Funding Office (other than requirements expressly included herein in the determination of the CD LIBO Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-LIBO Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-LIBO Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-LIBO Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-LIBO Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems in good faith to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-LIBO Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-LIBO Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Borrowers to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. With respect to the portion of the Debt covered by the Libor Rate Option, if any: (ai) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If if any Law or guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of law) now existing or hereafter adopted:): (iA) subjects any Lender or any Notional Euro-Rate Funding Office of the Banks to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Credit Loan or payments by the Borrower Borrowers of principal, interest, commitment fees interest or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office Bank(s) imposed by the jurisdictions (federal, state and local) jurisdiction in which the Lender's such Bank(s)' principal office or Notional Euro-Rate Funding Office is located), (iiB) imposes, modifies or deems applicable any reserve, special deposit or similar requirement require ment against credits or commitments to extend assets held by, credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender or any Notional Euro-Rate Funding Office Bank(s) (other than requirements expressly included herein in the determination of the CD Libor Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (ivC) imposes upon any Lender or any Notional Euro-Rate Funding Office of the Banks any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan part of the Credit Loan, the Notes or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, by or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Agent or such Banks with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Credit Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems Bank(s) deem to be material (such Lender Bank(s) being deemed for this purpose to have made, maintained or funded each Funding Segment funding period of the CD applicable Libor Rate Portion and the Euro-Rate Portion Option from a Corresponding Source of Funds), such Lender may the Agent shall from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender Bank(s) (which determination shall be conclusiveconclusive absent manifest or demonstrable error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office Bank(s) for such increaseincrease in cost, reduction in income or impositionadditional expense. Such amount shall be due and payable by the Borrower Borrowers to such Lender five Bank(s) ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as . (ii) In addition to the amount due compensation required by subsection (i) of this Section 2.5(h), the Borrowers shall indemnify such Bank(s) against any loss or expense (including loss of margin) which such Bank(s) have sustained or incurred as a consequence of any: (A) payment, prepayment or conversion of the applicable Libor Rate Option on a day other than the last day of the Libor Rate Funding Period (whether or not such payment, prepayment or conversion is mandatory or automatic and payable whether or not such payment or prepayment is then due), or (B) attempt by the Borrowers to revoke (ex pressly, by later inconsistent notices or other wise) in whole or part any notice stated herein to be irrevocable (the Agent having in its sole discretion the options (A) to give effect to such attempted revocation and obtain indemnity under this Section 2.10(a2.5(h) or (B) to treat such attempted revocation as having no force or effect, as if never made). If any of the Banks sustain or incur any such loss or expense, the Agent shall from time to time and notify the method Borrowers of calculating the amount determined in good faith by such amount Bank(s) (which determination shall be conclusive absent manifest or demonstrable error) to be necessary to indemnify such Bank(s) for such loss or expense (such Bank(s) being deemed for this purpose to have made, maintained or funded each Libor Rate Funding Segment of the applicable Libor Rate Option from a Corresponding Source of Funds). Such amount shall be due and payable by the Borrowers to the Agent for the benefit of such Bank(s) ten (10) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender Agent, the Issuing Bank or any Notional Euro-Rate Funding Office Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notesother Loan Documents, the Loans Loans, the Letters of Credit or payments by the Borrower Borrowers of principal, interest, commitment fees Fees, or other amounts due from the Borrower Borrowers hereunder or under the Notes other Loan Documents (except for taxes on the overall net income or overall gross receipts of any such Agent, the Issuing Bank, any Lender or such Notional Euro-Rate Funding any Lending Office imposed by the jurisdictions (federal, state and local) in which the of any Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such any Agent, the Issuing Bank, any Lender or any Notional Euro-Rate Funding Lending Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rateany Lender, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeLender, or (B) otherwise applicable to the obligations of any Lender Agent, the Issuing Bank or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Lending Office of any other condition or expense with respect to Lender under this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any additional expense (including loss of margin) upon any LenderAgent, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Issuing Bank or Lender or its Lending Office with respect to this Agreement, the Notes other Loan Documents or the making, maintenance or funding of any Loan part of the Loans or maintaining or participating in the Letters of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lenderany Agent's, the Issuing Bank's or controlling Personany Lender's capital, taking into consideration such Agent's, Issuing Bank's or Lender's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Agent, Issuing Bank or Lender in its sole discretion deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Agent, Issuing Bank or Lender may shall from time to time notify the Borrower Company and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Agent, Issuing Bank or Lender (which determination shall be conclusive) to be necessary to compensate such Agent, Issuing Bank or Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Agent, Issuing Bank or Lender five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. With respect to the portion of the Debt covered by the Libor Rate Option, if any: (ai) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If if any Law or guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance compli-ance with any request or directive of any Governmental Authority Official Body (whether or not having the force of law) now existing or hereafter adopted:): (iA) subjects any Lender or any Notional Euro-Rate Funding Office of the Banks to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Line Commitment or payments by the Borrower Borrowers of principal, interest, commitment fees interest or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office Bank(s) imposed by the jurisdictions (federal, state and local) jurisdiction in which the Lender's such Bank(s)' principal office or Notional Euro-Rate Funding Office is located), (iiB) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend assets held by, credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender or any Notional Euro-Rate Funding Office Bank(s) (other than requirements expressly included herein in the determination determi nation of the CD Libor Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (ivC) imposes upon any Lender or any Notional Euro-Rate Funding Office of the Banks any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan part of the Line Commitment, the Notes or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, by or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Agent or such Banks with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in part of the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) Line Commitment by an amount which such Lender deems Bank(s) deem to be material (such Lender Bank(s) being deemed for this purpose to have made, maintained or funded each Funding Segment funding period of the CD applicable Libor Rate Portion and the Euro-Rate Portion Option from a Corresponding Source of Funds), such Lender may the Agent shall from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender Bank(s) (which determination shall be conclusiveconclusive absent manifest or demonstrable error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office Bank(s) for such increaseincrease in cost, reduction in income or impositionadditional expense. Such amount shall be due and payable by the Borrower Borrowers to such Lender five Bank(s) ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as . (ii) In addition to the amount due compensation required by subsection (i) of this Section 2.5(h), the Borrowers shall indemnify such Bank(s) against any loss or expense (including loss of margin) which such Bank(s) have sustained or incurred as a consequence of any: (A) payment, prepayment or conversion of the applicable Libor Rate Option on a day other than the last day of the Libor Rate Funding Period (whether or not such payment, prepayment or conversion is mandatory or automatic and payable whether or not such payment or prepayment is then due), or (B) attempt by the Borrowers to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any notice stated herein to be irrevocable (the Agent having in its sole discretion the options (A) to give effect to such attempted revocation and obtain indemnity under this Section 2.10(a2.5(h) or (B) to treat such attempted revocation as having no force or effect, as if never made). If any of the Banks sustain or incur any such loss or expense, the Agent shall from time to time and notify the method Borrowers of calculating the amount determined in good faith by such amount Bank(s) (which determination shall be conclusive absent manifest or demonstrable error) to be necessary to indemnify such Bank(s) for such loss or expense (such Bank(s) being deemed for this purpose to have made, maintained or funded each Libor Rate Funding Segment of the applicable Libor Rate Option from a Corresponding Source of Funds). Such amount shall be due and payable by the Borrowers to the Agent for the benefit of such Bank(s) ten (10) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the such Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan Loan, or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five (5) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. Each Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this Section 2.10(a); provided, however, that any failure of any Lender to give any such notice shall have no effect on the Borrower's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any the Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesNote, the Loans Loan or payments by the Borrower of principal, interest, commitment fees interest or other amounts due from the Borrower hereunder or under the Notes Note (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems determines to be applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateLender, as the case may be, hereunder),or (iii) imposes, modifies or deems determines to be applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Officethe Lender, or (B) otherwise applicable to the obligations of any the Lender or any Notional Euro-Rate Funding Office under this Agreement, or, (ivb) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Lender with respect to this Agreement, the Notes Note or the making, maintenance or funding of any part of the Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such the Lender's or controlling Person's capital, taking into consideration such the Lender's or controlling Person's customary policies with respect to capital adequacy) by an amount which such the Lender in its sole discretion deems to be material (such Lender being deemed for this purpose to have madematerial, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such the Lender (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such the Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such the Lender five within ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Governmental Authority: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notesother Credit Documents, the Loans Loans, or payments by the Borrower of principal, interest, commitment fees Fees, or other amounts due from the Borrower hereunder or under the Notes other Credit Documents (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding any Lending Office imposed by the jurisdictions (federal, state and local) in which the of any Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such any Lender or any Notional Euro-Rate Funding Lending Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rateany Lender, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeLender, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Lending Office of any Lender under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any additional expense (including loss of margin) upon any Lender, Lender or any Notional Euro-Rate Funding office or, in the case Lending Office of clause (iii) hereof, any Person controlling a Lender, Lender with respect to this Agreement, the Notes other Credit Documents or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such any Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender in its sole discretion deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender may shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etcetc. If any Law or guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender Bank or any Notional Euro-Rate Funding Office of such Bank to any tax not applicable on the date hereof or changes the basis of taxation with respect to this Agreement, the NotesAgreement or any Note held by such Bank, the Loans or payments by the Borrower Company of principal, interest, commitment fees Facility Fee or other amounts due from the Borrower Company hereunder or under the Notes any such Note (except for taxes on the overall net income or overall gross receipts of such Lender Bank or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the LenderBank's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend assets held by, credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender any Bank or any Notional Euro-Rate Funding Office of such Bank (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets Assets (funded or contingent) of, or credits credit or commitments to extend credit extended by, any Lender Bank or any Notional Euro-Rate Funding Office, or (Bb) otherwise applicable to the obligations of any Lender Bank or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Bank or any Notional Euro-Rate Funding Office of such Bank any other condition or expense with respect to this Agreement, or the Notes Note held by such Bank or its making, maintenance or funding of any Loan or any security therefor, Loans; and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, such Bank or any Notional Euro-Euro- Rate Funding office or, in the case Office of clause (iii) hereof, any Person controlling a Lender, such Bank with respect to this Agreement, Agreement or the Notes Note held by such Bank or the making, maintenance or funding of any part of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Personany Bank's capital, (taking into consideration account such Lender's or controlling PersonBank's policies with respect to capital adequacy) by an amount which such Lender Bank deems to be material (such Lender Bank being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion Loan from a Corresponding Source of Funds), such Lender may Bank shall from time to time notify the Borrower Agent and the Agent shall notify the Company of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) Bank to be necessary to compensate such Lender Bank or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction in income or impositionadditional expense, such notice to include such Bank's calculation, in reasonable detail, as to the amount of its claim and such determination to be conclusive absent manifest error. Such amount shall be due and payable by the Borrower Company to such Lender five Bank ten Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law introduction of any new Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof of a Law by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adopted: other Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office at least a Required Threshold of Banks to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or the Escrow Agreements or payments by the Borrower of principal, interest, commitment fees Facility A Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federalBank), state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender at least a Required Threshold of Banks, or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Officeat least a Required Threshold of Banks, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office at least a Required Threshold of Banks under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case at least a Required Threshold of clause (iii) hereof, any Person controlling a Lender, Banks each with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capitalthe capital of at least a Required Threshold of Banks, taking into consideration such Lender's or controlling Person's Banks' customary policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may Banks shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender Banks (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office Banks for such increaseincrease in cost, reduction of income or impositionadditional expense for periods on and after the date on which such Banks notify Borrower thereof. Such notice shall set forth in reasonable detail the basis for such determination and shall be delivered within three (3) months after the date on which a Required Threshold of Banks have become aware of such increase in cost reduction in income or additional expenses and ascertained the amount thereof. Such amount shall be due and payable by the Borrower to such Lender five Business Days Banks thirty (30) days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes5.5.1 INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law Law, guideline or interpretation issued or adopted after the date hereof or any change in any Law, guideline or interpretation or application thereof after the date hereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority issued or adopted after the date hereof (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any the Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesNote, the Loans or payments by the Borrower of principal, interest, commitment fees Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes Note (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateLender, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Officethe Lender, or (B) otherwise applicable to the obligations of any the Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Lender with respect to this Agreement, the Notes Note or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such the Lender's or controlling Person's capital, taking into consideration such the Lender's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and is not reflected by the Euro-Rate Portion from a Corresponding Source of Funds)and which the Lender in its sole discretion deems to be material, such the Lender may shall from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such the Lender (which determination shall be conclusive) to be necessary to compensate such the Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such the Lender five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as If any event or circumstance arises or occurs which gives rise to the amount due and payable under obligation of the Borrower to make a payment pursuant to this Section 2.10(a) from time 5.5.1, the Lender shall promptly notify the Borrower of such event or circumstance. Notwithstanding anything to time and the method of calculating contrary contained herein, the Borrower shall not be required to make any payment to the Lender pursuant to this Section 5.5.1 with respect to amounts which arise or relate to periods more than 180 days prior to the Lender's request for such amount shall be conclusive absent manifest errorpayment.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender the Bank or any Notional Euro-LIBOR Rate Funding Office to any tax tax, duty or other charge or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender the Bank or such Notional Euro-LIBOR Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the LenderBank's principal office or Notional Euro-LIBOR Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, assets of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender the Bank or any Notional Euro-LIBOR Rate Funding Office (other than requirements expressly included herein in the determination of the CD LIBOR Lending Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender the Bank or any Notional Euro-LIBOR Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender the Bank or any Notional Euro-LIBOR Rate Funding Office under this Agreement, or (iv) imposes upon any Lender the Bank or any Notional Euro-LIBOR Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan part of the Loans or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, the Bank or any Notional Euro-LIBOR Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Office with respect to this Agreement, the Notes or the making, maintenance or funding of any part of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Personthe Bank's capital, taking into consideration such Lender's or controlling Personthe Bank's policies with respect to capital adequacy) by an amount which such Lender the Bank deems to be material (such Lender the Bank being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-each LIBOR Rate Portion from a Corresponding Source of Funds), such Lender may the Bank shall from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender the Bank (which determination shall be conclusive) to be necessary to compensate such Lender the Bank or such Notional Euro-LIBOR Rate Funding Office office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Borrowers to such Lender five the Bank three (3) Business Days after such notice is given, together with an amount equal to interest on such amount from given by the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as Bank to the Borrowers. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount due of capital required or expected to be maintained by the Bank, or person controlling the Bank, and payable under this Section 2.10(athe Bank determines (in its sole and absolute discretion) that the rate of return on its or such controlling person's capital as a consequence of its commitments or the loans made by the Bank is reduced to a level below that which the Bank or such controlling person could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by the Bank to the Borrowers, the Borrowers shall immediately pay directly to the Bank additional amounts sufficient to compensate the Bank or such controlling person for such reduction in rate of return. A statement of the Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, the Bank may use any method of calculating such amount averaging and attribution that it (in its sole and absolute discretion) shall be conclusive absent manifest errordeem applicable.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender Party or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit, the Letter of Credit Participating Interests or the Swingline Loan Participating Interests, or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Party or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the LenderLender Party's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit deposit, insurance assessment or similar any other requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender Party or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender Party or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesLetter of Credit Unreimbursed Draws, the Loans Letters of Credit, or the Letter of Credit Participating Interests, or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Party or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the LenderLender Party's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit deposit, insurance assessment or similar any other requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender Party or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Party or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Party or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Party or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes Agreement or its making, maintenance or funding of any Loan Letter of Credit Unreimbursed Draw, Letter of Credit, or any security thereforLetter of Credit Participating Interest, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any LenderLender Party, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderLender Party, with respect to this Agreement, the Notes Agreement or the making, maintenance or funding of any Loan Letter of Credit Unreimbursed Draw, Letter of Credit, or Letter of Credit Participating Interest (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such LenderLender Party's or controlling Person's capital, taking into consideration such LenderLender Party's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender Party deems to be material (such Lender Party being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Party may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender Party (which determination shall be conclusive) to be necessary to compensate such Lender Party or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. In making any such determination such Lender Party may take into account any special, supplemental or other nonrecurring items, may apply any averaging or attribution methods, and may make such determination prospectively or retrospectively. Such amount shall be due and payable by the Borrower to such Lender Party five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate The Borrower shall not be required to make any payment in respect of clause (a)(i) above to a Lender to the extent that such payment is attributable to a breach by such Lender as to the amount due and payable of its obligations under this Section 2.10(a3.17(c) from time to time and the method of calculating such amount shall be conclusive absent manifest errorbelow.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From from Taxes, Reserves, ----------------------------------------------------------------- Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or -------------------------------------------- interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender Bank Party or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit, the Letter of Credit Participating Interests or the Swingline Loan Participating Interests, or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes Related Documents (except for taxes on the overall net income or overall gross receipts of such Lender Bank Party or such Notional Euro-Euro- Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the Lendersuch Bank Party's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit deposit, insurance assessment or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender Bank Party or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Bank Party or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Bank Party or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Bank Party or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, Agreement or the Notes Related Documents or its making, maintenance or funding of any Loan, Letter of Credit, Letter of Credit Participating Interest or Swingline Loan Participating Interest, or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, Bank Party or any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof), any Person person controlling a LenderBank Party, with respect to this Agreement, the Notes Related Documents or the making, maintenance or funding of any Loan, Letter of Credit or Letter of Credit Participating Interest or Swingline Loan Participating Interest (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such LenderBank Party's or controlling Personperson's capital, taking into consideration such LenderBank Party's or controlling Personperson's policies with respect to capital adequacy) by an amount which such Lender Bank Party deems to be material (such Lender Bank Party being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Bank Party may from time to time notify the Borrower of the occurrence of any such event and the amount determined in good faith (using any averaging and attribution methodsmethod) by such Lender Bank Party (which determination shall be conclusive) to be necessary to compensate such Lender Bank Party or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Bank Party ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate given by such Lender Bank Party to the Borrower. If requested by the Borrower, such Bank Party shall deliver to the Borrower a certificate, which certificate shall be conclusive absent manifest error, as to the amount due and payable under this Section 2.10(a2.11(a) from time to time and the method of calculating such amount shall be conclusive absent manifest erroramount.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes5.6.1 INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law Law, guideline or interpretation issued or adopted after the date hereof or any change in any Law, guideline or interpretation or application thereof after the date hereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority issued or adopted after the date hereof (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is locatedany Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateBank, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeBank, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office Bank under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Personany Bank's capital, taking into consideration such LenderBank's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and is not reflected by the Euro-Rate Portion from a Corresponding Source of Funds)and which any Bank in its sole discretion deems to be material, such Lender may any Bank shall from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender (which determination shall be conclusive) any Bank to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office Bank for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender five Bank ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as If any event or circumstance arises or occurs which gives rise to the amount due and payable under obligation of the Borrower to make a payment pursuant to this Section 2.10(a) from time 5.5.1, such Bank shall promptly notify the Borrower of such event or circumstance. Notwithstanding anything to time and the method of calculating contrary contained herein, the Borrower shall not be required to make any payment to any Bank pursuant to this Section 5.5.1 with respect to amounts which arise or relate to periods more than 180 days prior to any Bank's request for such amount shall be conclusive absent manifest errorpayment.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or change therein or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted or hereafter adopted: made after the date hereof: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation taxation, to the extent such tax or change relates to the Euro-Rate Loans or the CD Rate Loans, with respect to this Agreement, the Notes, the Euro-Rate Loans or the CD Rate Loans, or payments by the Borrower of principalprincipal of, interestor interest on, commitment fees the Euro-Rate Loans or other amounts due the CD Rate Loans, from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state state, local and localforeign) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (in connection with the Euro-Rate Loans or the CD Rate Loans) (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), , (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, Office or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or or 27 33 (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense, to the extent such condition or expense with respect relates to the Euro-Rate Loans or the CD Rate Loans, directly related to this Agreement, the Notes or its making, maintenance or funding of any Loan Euro-Rate or any security therefor, CD Rate Loan. and the result of any of the foregoing is reasonably determined by any Lender to increase the cost to, reduce the income receivable by, or impose any expense (including excluding loss of margin) upon any Lender, such Lender or any Notional Euro-Rate Funding office Office, as applicable, or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time promptly notify the Borrower of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. The Borrower shall have no obligation to reimburse a Lender under this Section 2.14(a) for any amount with respect to any such increase, reduction or imposition which amount is attributable to a period of more than 60 days ending prior to the date of such Lender's first notice to the Borrower of such increase, reduction or imposition. Each Lender will notify the Borrower and the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Lender will furnish the Borrower and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender for compensation from the Borrower under this Section 2.14. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from . In the date two Business Days event that after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the Borrower shall have paid any additional amount due and payable under this Section 2.10(a2.14(a) from time with respect to time any Loan such Lender shall have successfully contested such law, regulation, treaty, order, directive, interpretation or condition, then, to the extent that such Lender is or will be placed in the same position it was prior to the incurrence of the additional costs received or receivable (on an after-tax basis) and its contest of such law, regulation or other condition, such Lender shall refund to the method of calculating Borrower such additional amount shall or any portion thereof with respect to which such Lender is or will be conclusive absent manifest errorplaced in such position.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, ----------------------------------------------------------------- Capital Adequacy Requirements, Expenses, Etc. If any Law law or guideline or --------------------------------------------- interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof thereof, or any change therein, or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any the Administrative Agent or a Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, any other extensions of credit under this Agreement or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of the Administrative Agent or overall gross receipts of such a Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the Administrative Agent or such Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such the Administrative Agent or a Lender (or participations in any Notional Euro-Rate Funding Office of the foregoing) (other than requirements expressly included herein in the determination of the CD LIBOR Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any the Administrative Agent or a Lender (or any Notional Euro-Rate Funding Office, participations therein) or (B) otherwise applicable to the obligations of any the Administrative Agent or a Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any the Administrative Agent or a Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding any part of any Loan the Loans or any security therefor, and the result other extensions of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable credit under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.Agreement (or participations therein),

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of or any Law change in, or guideline or any change in the interpretation or application thereof of, any Law, regulation or guideline by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority applicable Official Body (whether or not having the force of law) now existing or hereafter adopted:): (i) subjects any Lender Bank or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees facility fee or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Bank or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the LenderBank's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender Bank or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Bank or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Bank or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Bank or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security thereforLoan, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any LenderBank, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderBank, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such LenderBank's or controlling Person's capital, taking into consideration such LenderBank's or controlling Person's policies with respect to capital adequacyadequacy so long as such policies are reasonable in light of prevailing market practice at the time) by an amount which such Lender Bank deems to be material (such Lender Bank being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Bank may from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender Bank (which determination shall be conclusive) to be necessary to compensate such Lender Bank or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the any applicable Borrower to such Lender Bank five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Alternate Base Rate OptionOption applicable to Loans. A certificate by such Lender Bank as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. Each Bank agrees that it will use good faith efforts to notify the Borrowers of the occurrence of any event that would give rise to a payment under this Section 2.10(a); provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of such Bank to give any such notice shall have no effect on the Borrowers' obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, ----------------------------------------------------------------- Capital Adequacy Requirements, Expenses, Etc. If any Law law or guideline or --------------------------------------------- interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any the Administrative Agent or a Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of the Administrative Agent or overall gross receipts of such a Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the Administrative Agent or such Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such the Administrative Agent or a Lender (or any Notional Euro-Rate Funding Office participation therein) (other than requirements expressly included herein in the determination of the CD LIBOR Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any the Administrative Agent or a Lender (or any Notional Euro-Rate Funding Office, participations therein) or (B) otherwise applicable to the obligations of any the Administrative Agent or a Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any the Administrative Agent or a Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding any part of any Loan the Loans (or any security thereforparticipations therein), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling Administrative Agent or a Lender, Lender with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lenderthe Administrative Agent's or controlling Persona Lender's capital, taking into consideration the Administrative Agent's and such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such the Administrative Agent or a Lender deems to be material (such material, the Administrative Agent or Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may shall from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such the Administrative Agent or Lender (which determination shall be conclusive) to be necessary to compensate such the Administrative Agent or Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such the Administrative Agent or Lender five ten (10) ten Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such the Administrative Agent or Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline change therein or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration #89365364v21 thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of Law), in each case adopted or made after the date hereof (or, with respect to any Other Borrower, adopted or made at any time); provided, however, that for purposes of this Section 4.08, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any change therein or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any related request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing and (y) any requests or hereafter adopteddirectives promulgated by, or the interpretations or applications thereof by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted or made after the date hereof: (i) subjects any Lender or Issuer or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation Tax with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the any Borrower of principal, interest, commitment fees Commitment Fees or other amounts due from the any Borrower hereunder or under the Notes Notes, or other obligations, its deposits, reserves, other liabilities or capital attributable thereto (except for taxes on the overall net income (A) Indemnified Taxes or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and localB) in which the Lender's principal office or Notional Euro-Rate Funding Office is locatedExcluded Taxes), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments imposes any other condition adversely affecting the cost to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such a Lender or any Issuer or Notional Euro-Rate Funding Office of making, maintaining or funding any Loan or issuing any Letter of Credit or acquiring or maintaining a participation in any Letter of Credit hereunder (other than requirements expressly included herein in the determination of the CD Rate or interest under the Euro-RateRate Option), as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or liquidity or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Lender, any Issuer or any Notional Euro-Rate Funding OfficeOffice hereunder, or any Person controlling a Lender or an Issuer, or (B) otherwise applicable to the obligations of any Lender Lender, any Issuer or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon or any Person controlling a Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, an Issuer. and the result of any of the foregoing is reasonably determined by any Lender or Issuer to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lendersuch Lender or Issuer, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderLender or Issuer, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan or the issuing of any Letter of Credit or the acquiring or maintaining of a #89365364v21 participation in any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's ’s, Issuer’s or controlling Person's ’s capital, taking into consideration such Lender's ’s, Issuer’s or controlling Person's ’s policies with respect to capital adequacyadequacy or similar requirement) by an amount which such Lender or Issuer reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender or Issuer may from time to time promptly notify the Borrower Parent of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender or Issuer (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or Issuer or such Notional Euro-Rate Funding Office or controlling Person for such increase, reduction or imposition. Each Lender and Issuer will furnish the Parent and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender or Issuer for compensation from the Parent under this Section 4.08. Such amount shall be due and payable by the Borrower Parent to such Lender or Issuer five Business Days after such notice is given, together with an amount equal ; provided that the Parent shall not be obligated to interest on pay such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by compensation unless such Lender as or Issuer in such notice certifies its good faith determination that it shall be generally assessing such amounts against borrowers under agreements having provisions similar to this paragraph. Notwithstanding the amount due and payable foregoing, the Parent will not be required to reimburse any Lender or Issuer for any such increase, reduction or imposition under this Section 2.10(a4.08 (a) from time that (i) arises prior to time 120 days preceding the date of such Lender’s or Issuer’s request for compensation under this Section 4.08(a), unless the applicable Law, guideline, change, interpretation or application is imposed retroactively or (ii) if the applicable Law, guideline, change, interpretation or application is imposed retroactively, arises prior to 120 days preceding the later of the date the Lender or Issuer reasonably should have learned of such Law, guideline, change, interpretation or application and the method date of calculating such amount Lender’s or Issuer’s request. Each Lender will take actions of the type referred to in Section 4.10, if such actions would avoid the conditions referred to in clause (i), (ii) and (iii) of this Section 4.08(a) and would not in the good faith judgment of such Lender be disadvantageous in any way to such Lender or its Affiliates at such time or in the future. If a Lender requests reimbursement under this Section 4.08(a), so long as the circumstances giving rise to such request continue to exist, the Parent at its option, and at the sole cost and expense of the Borrowers, may replace such Lender with another Lender or a financial institution reasonably satisfactory to the Administrative Agent, each Issuer and each Swingline Lender by giving notice of such replacement Lender to such Lender and the Administrative Agent. Unless the Administrative Agent, any Issuer or any Swingline Lender shall be conclusive absent manifest errorobject to the identity of such proposed replacement Lender within 10 days after receipt of such notice, the Lender being so replaced shall, upon payment in full in cash to it of all amounts owed to it hereunder and under the other Loan Documents, including all amounts owed under Section 4.08(c) hereof, assign all of its interests hereunder and under the other Loan Documents to such replacement Lender and such #89365364v21 replacement Lender shall assume all of such other Lender’s obligations hereunder and under the other Loan Documents in accordance with the provisions of Section 12.14(c) hereof.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, ----------------------------------------------------------------- Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or --------------------------------------------- interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender the Agent or any Notional Euro-Rate Funding Office a Bank to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Notes, the Revolving Credit Loans or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Revolving Credit Notes (except for taxes on the overall net income of the Agent or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office a Bank imposed by the jurisdictions (federal, state and local) jurisdiction in which the LenderAgent or such Bank's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender the Agent or any Notional Euro-Rate Funding Office a Bank (or participation therein) (other than requirements expressly included herein in the determination of the CD LIBOR Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender the Agent or any Notional Euro-Rate Funding Office, a Bank (or participations therein) or (B) otherwise applicable to the obligations of any Lender the Agent or any Notional Euro-Rate Funding Office a Bank under this Agreement, or (iv) imposes upon any Lender the Agent or any Notional Euro-Rate Funding Office a Bank any other condition or expense with respect to this Agreement, the Revolving Credit Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.its

Additional Compensation in Certain Circumstances. (a) 5.5.1 Increased Costs or Reduced Return Resulting From from Taxes, Reserves, Capital ------------------------------------------------------------------------- Adequacy Requirements, Expenses, Etc. If ------------------------------------ If, subsequent to the date hereof, any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees Revolving Credit Commitment Fees, Line of Credit Commitment Fees or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for (i) taxes on the overall net income or overall gross receipts of such Lender Bank or (ii) United States federal withholding Taxes from which a Bank, participant, or assignee is not exempt either (A) because such Notional Euro-Rate Funding Office imposed by Bank, participant or assignee has not properly delivered the jurisdictions applicable Form required to be delivered pursuant to Section 11.18 of this Agreement or (federalB) because such Bank participant or assignee has not established that it is fully CREDIT AGREEMENT exempt from such taxes at the time such Person became a party, state and local) in which the Lender's principal office assignee or Notional Euro-Rate Funding Office is locatedparticipant to this Agreement, as applicable), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateBank, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeBank, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office Bank under this Agreement, or (iv) imposes upon shall impose on any Lender or any Notional Euro-Rate Funding Office Bank any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security thereforcondition, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Personany Bank's capital, taking into consideration such LenderBank's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender Bank deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender may Bank shall from time to time notify the Borrower Borrowers and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender (which determination shall be conclusive) Bank to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office Bank for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Lender five Bank promptly and in any event twenty (20) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etcetc. If (i) the introduction of or any Law change in any law or guideline regulation or in the interpretation or application thereof by any Governmental Authority governmental or regulatory authority ("Official Body") charged with the interpretation or administration thereof thereof, or (ii) compliance with any guideline or request or directive of any Governmental Authority Official Body (whether or not having the force of law) now existing or hereafter adoptedhereafter: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans any Loan made pursuant hereto or payments by the Borrower Rollins of principal, interest, commitment fees or interxxx xx other amounts due from the Borrower Rollins hereunder or under the Notes xxx xxxe made in connection herewith (except for taxes on the overall net income or overall gross receipts of such any Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the such Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend assets held by, credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder)Lender, (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes any note held by any Lender pursuant hereto or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (expense, including loss of margin) , upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Lender with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (part of any Loan(s) or, in the case of any capital adequacy or similar requirement, to have has the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by any Lender or any Corporation controlling any such Lender as a result of such Lender's commitment to lend hereunder or controlling Person's capital, the Loan(s) made by such Lender pursuant hereto (taking into consideration such account the Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such the Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may shall from time to time notify the Borrower Rollins of the amount determined in good faith deterxxxxx (using any averaging and attribution methods) by such Lender in good faith (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction in income or impositionadditional expense reasonably allocable to the making, maintenance or funding of the Loan or any portion thereof hereunder provided, however, that no Lender shall be entitled to demand such compensation more than 180 days following the last day of the Interest Period in respect of which such demand is made; provided further, however, that the foregoing proviso shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in (i) or (ii) above if such demand is made within 180 days after the implementation or application of such retroactive law, interpretation, guideline or request. Such amount shall be due and payable by Rollins to the Borrower to such Lender five applicable Lxxxxx xen (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender Party or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Party or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the LenderLender Party's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit deposit, insurance assessment or similar any other requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender Party or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Party or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Party or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Party or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security thereforLoan, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any LenderLender Party, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a LenderLender Party, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such LenderLender Party's or controlling Person's capital, taking into consideration such LenderLender Party's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender Party deems to be material (such Lender Party being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender Party may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender Party (which determination shall be conclusive) to be necessary to compensate such Lender Party or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. In making any such determination A-12 126 such Lender Party may take into account any special, supplemental or other nonrecurring items, may apply any averaging or attribution methods, and may make such determination prospectively or retrospectively. Such amount shall be due and payable by the Borrower to such Lender Party five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate OptionOption applicable to the related portion of the Loan. A certificate The Borrower shall not be required to make any payment in respect of clause (a)(i) above to a Lender to the extent that such payment is attributable to a breach by such Lender as to the amount due and payable of its obligations under this Section 2.10(a2.11(c) from time to time and the method of calculating such amount shall be conclusive absent manifest errorbelow.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender Bank or any Notional Euro-LIBOR Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Bank or such Notional Euro-LIBOR Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the LenderBank's principal office or Notional Euro-LIBOR Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender Bank or any Notional Euro-LIBOR Rate Funding Office (other than requirements expressly included herein in the determination of the CD LIBOR Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Bank or any Notional Euro-LIBOR Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Bank or any Notional Euro-LIBOR Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Bank or any Notional Euro-LIBOR Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan part of the Loans or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, Bank or any Notional Euro-LIBOR Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Office with respect to this Agreement, the Notes or the making, maintenance or funding of any part of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling PersonBank's capital, taking into consideration such Lender's or controlling PersonBank's policies with respect to capital adequacy) by an amount which such Lender Bank deems to be material (such Lender Bank being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-each LIBOR Rate Portion from a Corresponding Source of Funds), such Lender may Bank shall from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods) by such Lender Bank (which determination shall be conclusive) to be necessary to compensate such Lender Bank or such Notional Euro-LIBOR Rate Funding Office office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Borrowers to such Lender five Bank three (3) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate given by such Lender as Bank to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorBorrowers.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Compensation for Taxes, Reserves, Capital Adequacy Requirements, Expenses, EtcReserves and Expenses on Outstanding Loans. If any Law or guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority central bank or other Official Body (whether or not having the force of law) now existing or hereafter adopted:Law): (i) subjects any Lender Bank (including the Agent) or any Notional Euro-Rate Funding Office to any tax tax, or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, or payments by the a Borrower of principal, interest, commitment fees interest or other amounts due from the such Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender Bank or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the Lendersuch Bank's principal executive office or Notional Euro-Rate Funding Office is located),; (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend assets held by, credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such Lender any Bank or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder),; or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Bank or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes Notes, the Commitment, or its making, maintenance or funding of any Loan part of the Loans, including, without limitation, any capital adequacy or any security therefor, similar requirement; and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, Bank or any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Office with respect to this Agreement, the Notes Notes, or the making, maintenance or funding of any Loan (or, in part of the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) Loans by an amount which such Lender any Bank deems to be material (such Lender Bank being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion of the Loans from a Corresponding Source of Funds), such Lender may Bank shall from time to time notify the such Borrower of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender Bank (which determination shall be conclusive) to be necessary to compensate such Lender Bank or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction in income or impositionadditional expense. Such amount shall be due and payable by the such Borrower to such Lender five Bank ten (10) Business Days after such notice is given, together with an amount equal . Such notice shall be given to interest on such amount from the date two Business Days after the date demanded until Borrower within a reasonable time following such due date at the Base Rate Option. A certificate by such Lender as to Bank's determination of the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorowed.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etcetc. If any Law or guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of law) ), now existing or hereafter adopted: (i) subjects any Lender a Bank or any its Notional EuroLIBOR-Rate Funding Office to any new tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Company of principal, interest, commitment fees Facility Fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender a Bank or such Notional EuroLIBOR-Rate Funding Office imposed by the jurisdictions (federalcountry, state and local) state, county, city or equivalent jurisdiction in which the LenderBank's principal executive office or Notional EuroLIBOR-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, of or other acquisitions of funds by, such Lender a Bank or any its Notional EuroLIBOR-Rate Funding Office (other than requirements expressly included herein in the determination of the CD LIBOR-Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender a Bank or any its Notional EuroLIBOR-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender a Bank or any its Notional EuroLIBOR-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender a Bank or any its Notional EuroLIBOR-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its the making, maintenance or funding of any Loan or any security thereforpart of the Loans, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any such Bank or its Notional EuroLIBOR-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Office with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling PersonBank's capital, taking into consideration such Lender's or controlling PersonBank's policies with respect to capital adequacy) by an amount which such Lender Bank deems to be material (such Lender each Bank being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euroits LIBOR-Rate Portion Loans from a Corresponding Source of Funds), such Lender may Bank shall from time to time notify the Borrower Company of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender Bank (which determination shall be conclusive) to be necessary to compensate such Lender Bank or such Notional EuroLIBOR-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower Company to such Lender five Bank ten Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender Bank as to the amount due and payable under this Section 2.10(a2.13(a) from time to time and describing in reasonable detail the method determination of calculating such amount shall be conclusive absent manifest error. Each Bank agrees that it will use good faith efforts to notify the Company of the occurrence of any event that would give rise to a payment under this Section 2.13(a); provided, however, that any failure of a Bank to give any such notice for a period of three months after the Maturity Date of the first Maturity Period or Interest Period, as the case may be, as to which such payment relates shall have no effect on the Company's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any the Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesRevolving Credit Note, the Loans Revolving Credit Loans, the Term Loan Note, the Term Loan or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes Revolving Credit Note or Term Loan Note (except except, in each case, for taxes on the overall net income or overall gross receipts of such the Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such the Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any the Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any the Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any the Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes Revolving Credit Note or the Term Loan Note or its making, maintenance or funding of any Revolving Credit Loan or Term Loan, or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a the Lender, with respect to this Agreement, the Notes Revolving Credit Note or the Term Loan Note or the making, maintenance or funding of any Revolving Credit Loan or Term Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such the Lender's or controlling Person's capital, taking into consideration such the Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such the Lender deems to be material (such the Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such the Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such the Lender (which determination shall be conclusive) to be necessary to compensate such the Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such the Lender five (5) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two (2) Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such the Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. The Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this Section 2.10(a); provided, however, that any failure of the Lender to give any such notice shall have no effect on the Borrower's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any the Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesRevolving Credit Note, the Loans Revolving Credit Loans, the Letters of Credit or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes Revolving Credit Note (except for taxes on the overall net income or overall gross receipts of such the Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such the Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any the Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any the Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any the Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes Revolving Credit Note or its making, maintenance or funding of any Loan Revolving Credit Loan, any Letter of Credit or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a the Lender, with respect to this Agreement, the Notes Revolving Credit Note or the making, maintenance or funding of any Revolving Credit Loan or any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such the Lender's or controlling Person's capital, taking into consideration such the Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such the Lender deems to be material (such the Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such the Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such the Lender (which determination shall be conclusive) to be necessary to compensate such the Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such the Lender five (5) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two (2) Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such the Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. The Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this Section 2.10(a); provided, however, that any failure of the Lender to give any such notice shall have no effect on the Borrower's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------ Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline ------------------------------------------------------ or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security thereforGuaranty Equivalent, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office Office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate OptionOption applicable to Revolving Credit Loans. A certificate by such Lender as to setting forth in reasonable detail the calculation of the amount due and payable under this Section 2.10(a2.11(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive. Each Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this Section 2.11(a); provided, however, that any failure of such Lender to give any such notice shall have no effect on the Borrower's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any the Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the NotesNote, the Loans Commitments, the Loans, or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Notes Note (except for taxes payable by the Lender based on the overall net income or overall gross receipts of such the Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (foreign, federal, state and and/or local) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such the Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD BBA LIBOR Daily Floating Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Officethe Lender, or (B) otherwise applicable to the obligations of any the Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any the Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes Note, the Commitments or its making, maintenance or funding of any Loan Loan, Letter of Credit, or any security thereforfor any thereof, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof), any Person controlling a the Lender, with respect to this Agreement, the Notes Note, the Commitments or the making, maintenance or funding of any Loan or Letter of Credit, (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such the Lender's ’s or controlling Person's ’s capital, taking into consideration such the Lender's ’s or controlling Person's ’s policies with respect to capital adequacy) by an amount which such the Lender deems to be material (such Lender being deemed for this purpose to have madematerial, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by such the Lender (which determination shall be conclusive) to be necessary to compensate such the Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. In making any such determination the Lender may take into account any special, supplemental or other nonrecurring items, may apply any averaging or attribution methods, and may make such determination prospectively or retrospectively. Such amount shall be due and payable by the Borrower to such the Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If If, after the date hereof, any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender or any Notional Euro-Rate Funding Office Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Term Loans or payments by the Borrower of principal, interest, commitment fees fees, or other amounts due from the Borrower hereunder or under the Notes (except for franchise taxes and taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the Lender's principal office or Notional Euro-Rate Funding Office is locatedBank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement (excluding any reserve requirement included in any applicable Euro-Rate Reserve Percentage) against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateBank, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeBank, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office Bank under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan part of the Term Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Personany Bank's capital, taking into consideration such LenderBank's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Lender Bank deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Lender may Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Lender Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender five Bank ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof thereof, or any change therein, or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted: (i) subjects any the Administrative Agent or a Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Notes, the Loans Revolving Credit Loans, any other extensions of credit under this Agreement or payments by the Borrower of principal, interest, commitment fees fee or other amounts due from the Borrower hereunder or under the Revolving Credit Notes (except for taxes on the overall net income of the Administrative Agent or overall gross receipts of such a Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the Administrative Agent or such Lender's ’s principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, such the Administrative Agent or a Lender (or participations in any Notional Euro-Rate Funding Office of the foregoing) (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, Reserve Adjusted LIBOR hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any the Administrative Agent or a Lender (or any Notional Euro-Rate Funding Office, participations therein) or (B) otherwise applicable to the obligations of any the Administrative Agent or a Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any the Administrative Agent or a Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Revolving Credit Notes or its making, maintenance or funding any part of any Loan the Revolving Credit Loans or any security thereforother extensions of credit under this Agreement (or participations therein), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling Administrative Agent or a Lender, Lender with respect to this Agreement, the Revolving Credit Notes or the making, maintenance or funding of any Loan part of the Revolving Credit Loans or any other extensions of credit under this Agreement (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such the Administrative Agent’s or a Lender's or controlling Person's ’s capital, taking into consideration the Administrative Agent’s and such Lender's or controlling Person's ’s policies with respect to capital adequacy) by an amount which such the Administrative Agent or a Lender deems to be material (material, the Administrative Agent or such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may shall from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods) by the Administrative Agent or such Lender (which determination shall be conclusive) to be necessary to compensate the Administrative Agent or such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such the Administrative Agent or the applicable Lender five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such the Administrative Agent or a Lender as to the amount due and payable under this Section 2.10(a2.9(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error. All references to “Lender” shall be deemed to include any participant in such Lender’s Revolving Credit Commitment.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawLaw) now existing of any central bank or hereafter adoptedother Official Body: (i) subjects any Lender Agent or any Notional Euro-Rate Funding Office Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notesother Loan Documents, the Loans or payments by the Borrower Borrowers of principal, interest, commitment fees Fees, or other amounts due from the Borrower Borrowers hereunder or under the Notes other Loan Documents (except for taxes on the overall net income or overall gross receipts of any such Agent, any Lender or such Notional Euro-Rate Funding any Lending Office imposed by the jurisdictions (federal, state and local) in which the of any Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such any Agent, any Lender or any Notional Euro-Rate Funding Lending Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rateany Lender, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeLender, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this AgreementAgent, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Lending Office of any other condition or expense with respect to Lender under this Agreement, the Notes or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any additional expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, Agent or Lender or its Lending Office with respect to this Agreement, the Notes other Loan Documents or the making, maintenance or funding of any Loan part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lenderany Agent's or controlling Personany Lender's capital, taking into consideration such Agent's or Lender's or controlling Person's customary policies with respect to capital adequacy) by an amount which such Agent or Lender in its sole discretion deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds)material, such Agent or Lender may shall from time to time notify the Borrower Company and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by such Agent or Lender (which determination shall be conclusive) to be necessary to compensate such Agent or Lender or such Notional Euro-Rate Funding Office for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Agent or Lender five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, ----------------------------------------------------------------- Capital Adequacy Requirements, Expenses, Etcetc. If any Law Applicable Laws and -------------------------------------------- Regulations or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of lawApplicable Laws and Regulations) now existing or hereafter adopted: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Notes, other Loan Documents, the Loans or payments by the Borrower or Lessee of principal, interest, commitment fees fee or other amounts due from the Borrower any such party hereunder or under the Notes Notes, other Loan Documents or the Participation Agreement (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) in which the such Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such any Lender or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD LIBO Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding OfficeLender, or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Loan Agreement, the Notes, any other Loan Document or the Participation Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Loan Agreement, the Notes Notes, any other Loan Document or the Participation Agreement, or its making, maintenance or funding of any Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, or in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Loan Agreement, the Notes Notes, any other Loan Document or the Participation Agreement, or the issuance, making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or such controlling Person's capital, taking into consideration such Lender's or such controlling Person's policies with respect to capital adequacy) by an amount which such Lender deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time notify the Agent, Borrower and Lessee of the amount determined in good faith (using any averaging and attribution methods) by such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower to such Lender five Business Days thirty (30) days after such notice is given, together with an amount equal to interest on such amount from the date two (2) Business Days after the date demanded until such due date at the Base Rate Optionplus the Applicable Margin (calculated on the basis of a year of 360 days and actual days elapsed). A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest errorconclusive.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law or change therein or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing adopted or hereafter adoptedmade after the date hereof: (i) subjects any Lender or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation taxation, to the extent such tax or change relates to the Euro-Rate Loans or the CD Rate Loans, with respect to this Agreement, the Notes, the Euro-Rate Loans or the CD Rate Loans, or payments by the Borrower of principalprincipal of, interestor interest on, commitment fees the Euro-Rate Loans or other amounts due the CD Rate Loans, from the Borrower hereunder or under the Notes (except for taxes on the overall net income or overall gross receipts of such Lender or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state state, local and localforeign) in which the Lender's principal office or Notional Euro-Rate Funding Office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, such Lender or any Notional Euro-Rate Funding Office (in connection with the Euro-Rate Loans or the CD Rate Loans) (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender or any Notional Euro-Rate Funding Office, Office or (B) otherwise applicable to the obligations of any Lender or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender or any Notional Euro-Rate Funding Office any other condition or expense, to the extent such condition or expense with respect relates to the Euro- Rate Loans or the CD Rate Loans, directly related to this Agreement, the Notes or its making, maintenance or funding of any Loan Euro-Rate or any security therefor, CD Rate Loan. and the result of any of the foregoing is reasonably determined by any Lender to increase the cost to, reduce the income receivable by, or impose any expense (including excluding loss of margin) upon any Lender, such Lender or any Notional Euro-Rate Funding office Office, as applicable, or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding of any Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling Person's capital, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Lender reasonably deems to be material (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time promptly notify the Borrower of the amount determined in good faith (using any reasonable averaging and attribution methods) by such Lender (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increase, reduction or imposition. The Borrower shall have no obligation to reimburse a Lender under this Section 2.14(a) for any amount with respect to any such increase, reduction or imposition which amount is attributable to a period of more than 60 days ending prior to the date of such Lender's first notice to the Borrower of such increase, reduction or imposition. Each Lender will notify the Borrower and the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Lender will furnish the Borrower and the Administrative Agent with a statement setting forth in reasonable detail the basis, the manner of calculation and the amount of each request by such Lender for compensation from the Borrower under this Section 2.14. Such amount shall be due and payable by the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from . In the date two Business Days event that after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the Borrower shall have paid any additional amount due and payable under this Section 2.10(a2.14(a) from time with respect to time any Loan such Lender shall have successfully contested such law, regulation, treaty, order, directive, interpretation or condition, then, to the extent that such Lender is or will be placed in the same position it was prior to the incurrence of the additional costs received or receivable (on an after-tax basis) and its contest of such law, regulation or other condition, such Lender shall refund to the method of calculating Borrower such additional amount shall or any portion thereof with respect to which such Lender is or will be conclusive absent manifest errorplaced in such position.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------- Reserves, Capital Adequacy Requirements, Expenses, Etcetc. If any change in any Law ------------------------------------------------------ or guideline or interpretation or application thereof by any Governmental Authority Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of law) which is generally applicable to banks (and not just to the Banks), now existing or hereafter adopted: (i) subjects any Lender Bank or any Notional Euro-Rate Funding Office to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Notes, the Loans or payments by the Borrower of principal, interest, commitment fees or other amounts due from the Borrower hereunder or under the Revolving Credit Notes (except for taxes on the overall net income or overall gross receipts of such Lender Bank or such Notional Euro-Rate Funding Office imposed by the jurisdictions (federal, state and local) jurisdiction in which the Lendersuch Bank's principal office or Notional Euro-Rate Funding Office or principal office is located), (ii) imposes, modifies or deems applicable any reservereserve (including, without limitation, reserves for eurocurrency liabilities), special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, such Lender any Bank or any Notional Euro-Rate Funding Office (other than requirements expressly included herein in the determination of the CD Rate or the Euro-RateOffice, as the case may be, hereunder),or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Lender Bank or any Notional Euro-Rate Funding Office, or (B) otherwise applicable to the obligations of any Lender Bank or any Notional Euro-Rate Funding Office under this Agreement, or (iv) imposes upon any Lender Bank or any Notional Euro-Rate Funding Office any other condition or expense with respect to this Agreement, the Revolving Credit Notes or its making, maintenance or funding of any Loan part of the Loans or any security therefor, and the result of any of the foregoing (taking such Bank's policies into account) is to (A) increase the cost toto such Bank of making, funding or maintaining any Loan or any part of its Commitment hereunder, (B) reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender, any Notional Euro-Rate Funding office or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes or the making, maintenance or funding amount of any Loan payment (whether of principal, interest or otherwise) received or receivable by such Bank or (C) require such Bank or its holding company to deposit any reserve, increase its capital (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on such Lender's or controlling PersonBank's capital) or make any payment on or calculated by reference to any Loan made or sum received by it, taking into consideration such Lender's or controlling Person's policies with respect to capital adequacy) any part of its Commitment, in each case by an amount which such Lender Bank in its sole judgment reasonably deems to be material (after conducting the review contemplated by the last paragraph of this Section 2.12(a)): (1) such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the CD Rate Portion and the Euro-Rate Portion from a Corresponding Source of Funds), such Lender may from time to time Bank shall promptly notify the Borrower and the Administrative Agent of the happening of such event; (2) such Bank shall promptly, and in any case within 90 days of the date when it becomes aware of the happening of such an event, deliver to the Borrower and the Administrative Agent a certificate, executed by an authorized officer of such Bank and delivered by a relationship officer thereof, stating the change which has occurred or the reserve requirements or other conditions which have been imposed or the request, direction or requirement with which such Bank has complied or will comply, together with the date thereof, the amount determined in good faith (using any averaging and attribution methods) by of such Lender (which determination shall be conclusive) to be necessary to compensate such Lender or such Notional Euro-Rate Funding Office for such increaseincreased costs, reduction or imposition. Such amount shall be due and payable by payment, the Borrower to such Lender five Business Days after such notice is given, together with an amount equal to interest on way in which such amount from has been calculated, and shall certify that this is the date two Business Days after the date demanded until such due date at the Base Rate Option. A certificate by such Lender as to the amount due and payable under this Section 2.10(a) from time to time and the Bank's standard method of calculating such amount, that such amount is or will be calculated in a similar way for other borrowers of the Bank under similar circumstances, that such requests are not inconsistent with its treatment of other borrowers which are subject to similar provisions, and that its method of allocating any such costs, reductions or payments is fair and reasonable; and (3) the Borrower shall promptly pay to the Administrative Agent for transfer to such affected Bank such amount or amounts set forth in such certificate as will compensate such Bank for such additional costs, reduction or payment. (a) shall be conclusive absent manifest errorapplicable to the Borrower and the affected Bank regardless of any possible contention of invalidity or inapplicability of the Law, guideline or change which has been imposed. Notwithstanding the foregoing, the Borrower will not be required to reimburse any Bank for any increased costs, reductions or payments under this Section 2.12(a) arising prior to 90 days preceding the date of request, unless the applicable Law, guideline or change is imposed retroactively. In the case of a Law, guideline or change which is retroactive in effect, such notice shall be provided to the Borrower not later than 90 days from the date that such Bank reasonably should have learned of such Law, guideline or change, and the Borrower's obligations to compensate such Bank for such increased cost or reduction is contingent upon the provision of such timely notice (but any failure by such Bank to provide such timely notice shall not affect the Borrower's reimbursement obligations with respect to (I) costs or reductions incurred from the date as of which the Law, guideline or change became effective to the date that is 90 days after such Bank reasonably should have learned of such Law, guideline or change and (II) costs or reductions incurred following the provision of such notice). No failure on the part of any Bank to demand compensation under this Section 2.12(a) shall constitute a waiver of its right to demand such compensation on any other occasion in connection with any other similar or dissimilar event. If the affected Bank shall subsequently recoup costs for which such Bank has theretofore been compensated by the Borrower, such Bank shall remit to the Borrower the amount of the recoupment. If the Borrower shall be required to make any payment or reimbursement or to compensate any Bank under this Section 2.12(a), so long as no Potential Default or Event of Default has occurred and is continuing, the Borrower shall be free at any time within 180 days after the receipt of the certificate of the affected Bank, (x) to terminate the affected Bank's Commitment and the affected Bank's entitlement to the commitment fee accruing after such termination, (y) to prepay the affected portion of any Loan in full (and reduce such Bank's Current Commitment in a corresponding amount), and pay (without duplication) all amounts payable pursuant to 2.12(b) with respect to cost of funds or clause (3) above in order to compensate such affected Bank for additional costs, reductions or payments with respect to the period prior to prepayment, together with accrued interest on the amount thereof through the date of such prepayment or (z) to replace any such Bank with another major international bank reasonably acceptable to the Administrative Agent. Upon any exercise of either of the rights described in clauses (x) and (y) above, the Total Current Commitment shall be automatically and irrevocably reduced by the amount of the terminated Commitment in the case of clause (x), and by the amount of the prepayment in the case of clause (y). Each Bank affected by any circumstances referred to in Section 2.12(a)(i) through (iv) shall use its reasonable efforts to conduct a review of alternative reasonable courses of action which may mitigate or eliminate the increased cost to the Bank of making, funding or maintaining any Loan made by it and its obligations in respect of its Commitment hereunder and shall engage in any such alternative course of action which is considered reasonable under the circumstances as they shall exist at such time; provided, such alternative course of action will not result in any -------- increased costs or reduction of the amount of any payment receivable hereunder by such Bank or cause such Bank, in its good faith judgment, to violate one or more of its policies in order to avoid such increased cost or reduction.