Common use of Additional Payments Clause in Contracts

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy): (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such Issuing Lender or participations therein purchased by any Lender; or (iii) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time within six months after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within ten days of receipt of such notice such amounts as such Issuing Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Rate per annum. The determination by such Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof (except for changes in the rate of tax imposed on the net income or net profits of such Bank or any tax on or measured by the capital of a Bank or any franchise tax based on the net income or net profits of such Bank, in any case pursuant to the laws of the jurisdiction in which its principal office or applicable lending office is located) or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 1.13, whether directly or by such being imposed on or suffered by such Issuing Lender Bank or any LenderBank; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 1.13, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at as promptly as practical, but in any time event within six months 90 days, after such Bank obtains actual knowledge that the additional cost is incurred or the amount received is reduced, notify Borrowers, the Applicable Borrower and Borrowers the Applicable Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to the rate applicable to Base Rate per annumLoans then in effect; provided, however, that if any Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 1.13(h), only be entitled to payment under this Section 1.13(h) for such costs or other amounts from and after the date 90 days prior to the date that such Bank does give such notice. The determination A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Applicable Borrower and the Administrative Agent by such that Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of absent manifest or demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Additional Payments. If by reason of subsequent to the date hereof (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement Legal Requirements or any change after the date hereof in the interpretation or application thereof by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Governmental Authority; or (b) compliance by any Issuing Lender or any the Lender with any guideline, direction, request or requirement with which it is customary for the Lender to comply (whether or not having the force of law) of any governmental Governmental Authority shall have the effect of: (a) increasing the cost to the Lender (which it would not otherwise have incurred) of continuing to provide or monetary authority imposed after maintain the date hereof Credit Facility (including, without limitation, Regulation D (but excluding, however, the costs of maintaining any direction, request reserve or requirement regarding capital adequacy): (i) such Issuing Lender special deposit or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty similar requirements with respect to the maintenance this Agreement, or fulfillment of with respect to its obligations under this subsection 2.8hereunder or thereunder), whether directly or by such being other than an increased cost resulting from a generally applicable higher rate of tax imposed on the overall net income or suffered by such Issuing Lender or any capital of the Lender; (iib) imposing on the Lender or expecting there to be maintained by the Lender any additional reserve, special deposit or similar requirement is or shall be applicableany additional capital adequacy or additional capital requirement (including, imposed without limiting the generality of the foregoing, under any Capital Adequacy Guideline or modified any other requirement which affects the Lender's allocation of capital resources to its obligations) in respect of the Lender's obligations hereunder; (c) reducing any Letters of Credit issued amount paid or payable to the Lender under this Agreement in any amount which is material; (d) causing the Lender to make any payment or to forego any return, on a basis calculated by such Issuing reference to any amount received or receivable by the Lender or participations therein purchased by any Lenderunder this Agreement; or (iiie) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase reducing the cost to such Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time within six months after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within ten days of receipt of such notice such amounts as such Issuing Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times effective return to the Base Rate per annum. The determination by such Issuing Lender under this Agreement or any on the Lender, 's overall capital as the case may be, a result of entering into this Agreement or as a result of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.transactions or obligations contemplated by this Agreement (other than a reduction resulting from a generally applicable higher rate of tax imposed on the net income or capital of the Lender) received or receivable by the Lender under this Agreement;

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Regulatory Change or (b) compliance by any Issuing Lender or any Lender the Bank making a Bid Loan with any direction, request or requirement (whether or not having the force of law) of any governmental authority or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):of the Board: (i1) such Issuing Lender or any Lender that Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender2.22; (ii2) any reserve, deposit deposit, or capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued Bid Loan made by such Issuing Lender or participations therein purchased by any Lenderthat Bank; or (iii3) there shall be imposed on such Issuing Lender or any Lender that Bank any other condition regarding this subsection 2.82.22, any Letter of Credit or any participation thereinBid Loan; and the result of the foregoing is to directly or indirectly to increase the cost to such Issuing Lender or any Lender that Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation thereinBid Loan, or to reduce the amount receivable in respect thereof by that Bank, or in the case of capital adequacy requirements, the result is to increase the amount of capital required to be maintained by that Bank with respect to any Bid Loan above the amount of capital which would otherwise be required to be maintained by that Bank with respect thereto (taking into account such Issuing Lender or any LenderBank's internal policies and practices with respect to capital maintenance as of the date hereof), then and in any such case such Issuing Lender or such Lender Bank may, at any time within six months a reasonable period after the additional cost is incurred or additional capital is required or the amount received is reduced, notify Borrowersthe Borrower, and Borrowers the Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender or such Lender Bank may specify to be necessary to compensate such Issuing Lender or such Lender Bank for such additional cost or additional capital or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Rate per annumReference Rate. The determination by such Issuing Lender or any Lender, as the case may be, Bank of any amount due pursuant to this subsection 2.8H 2.22(l) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, shall be final and conclusive and binding on all rebuttable presumptive evidence of the parties heretomatters stated therein. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this subsection, will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower' obligations to pay additional amounts pursuant to this subsection.

Additional Payments. If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any an judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any an Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excludingD, however, any direction, request or requirement regarding capital adequacy): (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations participation therein purchased by any Lender; or (iii) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; Bank and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice 10 Business Days after demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate PER ANNUM equal at all times to the rate applicable to Revolving Loans or Supplemental Revolving Loans that are Base Rate per annum. The determination Loans then in effect; PROVIDED that if any Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 1.13(h) in respect of any costs or other amounts resulting from or relating to such event, only be entitled to payment under this Section 1.13(h) for such costs or other amounts incurred from and after the date 90 days prior to the date that such Bank does give such notice; and PROVIDED, FURTHER, that each Bank agrees that, as promptly as practicable after it becomes aware of the existence of the foregoing conditions, it will, to the extent not inconsistent with such Bank's internal policies or any legal or regulatory restrictions, use reasonable efforts to issue, make or maintain the affected Letter of Credit or purchase or maintain any participation therein through another lending office of such Bank if as a result thereof the additional moneys which would otherwise be required to be paid to compensate for such additional cost or reduced receipt with respect to such Letter of Credit pursuant to this Section 1.13(h) would be reduced and if, as determined by such Bank, in its reasonable discretion, the issuance, making or maintaining of such Letter of Credit or the purchasing or maintaining of any participation therein through such other lending office would not otherwise materially adversely affect such Letter of Credit or such Bank. Each Bank will furnish to the Borrower a certificate setting forth in reasonable detail the basis and amount of each request by such Bank for compensation under this Section 1.13(h). Determinations by any Bank for purposes of this Section 1.13(h), including of the effect of any regulatory change pursuant to Section 1.13(h) on its costs of making or maintaining Letters of Credit (or purchasing or maintaining participation therein), or on amounts receivable by it in respect of Letters of Credit, and of the amounts required to compensate such Bank under this Section 1.13(h), shall be made on a reasonable basis. A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Administrative Agent by the Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or except for demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such any Issuing Lender or participations therein purchased by any Lender; or (iiiii) there shall be imposed on such any Issuing Lender or any Lender any other condition regarding this subsection 2.82.7, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such any Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such any Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time within six months after may notify the additional cost is incurred or the amount received is reduced, notify Borrowers, Borrower for whose account such Letter of Credit was issued and Borrowers such Borrower shall pay within ten days of receipt of such notice such amounts as such Issuing Lender or such Lender may specify pursuant to the certificate described below to be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Alternate Base Rate per annum. The determination by such any Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H 2.7G as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (ai) any change after the date hereof in any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) applicable to financial institutions generally or (bii) compliance by any the Issuing Lender or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (ia) such the Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.82.9, whether directly or by such being imposed on or suffered by such the Issuing Lender or any Lender; (iib) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender or participations therein purchased by any Lender; or (iiic) there shall be imposed on such the Issuing Lender or any Lender any other condition regarding this subsection 2.82.9, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender or any Lender, then and in any such case such the Issuing Lender or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify BorrowersCompany and Administrative Agent and provide appropriate proof of such cost, and Borrowers Company shall pay within ten days five (5) Business Days of receipt the date of such notice such amounts as such the Issuing Lender or such Lender may specify to be necessary to compensate such the Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the interest otherwise payable pursuant to subsection 2.2A of this Agreement for Base Rate per annumLoans. The determination by such the Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H 2.9G as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof in any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender the Agent or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i1) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 2.19(I)(1), whether directly or by such being imposed on or suffered by such the Issuing Lender Bank or any LenderBank; (ii2) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender Bank or participations therein purchased or deemed purchased by any LenderBank; or (iii3) there shall be imposed on such the Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 2.19, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender Bank or any LenderBank, then and in any such case such the Issuing Lender Bank or such Lender Bank may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify the Borrowers, and Borrowers shall pay within ten days of receipt of on demand to the Issuing Bank or such notice Bank, as the case may be, such amounts as such the Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such the Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Adjusted Base Rate plus 3% per annum. The determination by such the Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H Section 2.19(I) as set forth in a certificate setting forth the calculation thereof in reasonable detail, detail shall, in the absence of manifest error or demonstrable errorbad faith, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) made after the date hereof or (b) compliance by any the Issuing Lender or any other Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed made after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender or participations therein purchased by any Lender; or (iiiii) there shall be imposed on such any Issuing Lender or any other Lender any other condition regarding this subsection 2.8Section 2.04, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender or any other Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender or any other Lender, then and in any such case such the Issuing Lender or such other Lender may, at any time within six months after notify the additional cost is incurred or the amount received is reduced, notify BorrowersBorrower, and Borrowers the Borrower shall pay within ten days of receipt of such notice such amounts as such the Issuing Lender or such other Lender may specify pursuant to the certificate described below to be necessary to compensate such Issuing Lender or such Lender it for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Alternate Base Rate per annumannum plus the applicable Margin in effect from time to time with respect to Base Rate Advances. The determination by such the Issuing Lender or any other Lender, as the case may be, of any amount due pursuant to this subsection 2.8H Section 2.04(g) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. An Issuing Lender which incurs such an increased cost shall give the Borrower reasonably prompt notice thereof; provided that failure to give such notice shall not affect the Borrower's obligations hereunder.

Additional Payments. If by reason of (ai) any change after the date hereof in any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) applicable to financial institutions generally or (bii) compliance by any the Issuing Lender or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (ia) such the Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.82.9, whether directly or by such being imposed on or suffered by such the Issuing Lender or any Lender; (iib) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender or participations therein purchased by any Lender; or (iiic) there shall be imposed on such the Issuing Lender or any Lender any other condition regarding this subsection 2.82.9, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender or any Lender, then and in any such case such the Issuing Lender or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify BorrowersBorrower and Administrative Agent and provide appropriate proof of such cost, and Borrowers Borrower shall pay within ten days five (5) Business Days of receipt the date of such notice such amounts as such the Issuing Lender or such Lender may specify to be necessary to compensate such the Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Prime Rate plus the Applicable Base Rate Margin minus .50% per annum. The determination by such the Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H 2.9G as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 1.13, whether directly or by such being imposed on or suffered by such Issuing Lender Bank or any LenderBank; provided, however, that no payment shall be required to be made by the Borrower pursuant to this clause (i) with respect to changes in the rate of any tax on or measured by the net income of a Bank (including any franchise or similar tax so measured) pursuant to the income tax laws of the United States or of the jurisdiction in which it is incorporated or organized or the jurisdiction where such Bank's lending office is located; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 1.13, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice 10 Business Days after demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 payment in full thereof at a rate per annum equal at all times to the rate applicable to Base Rate per annum. The determination Loans then in effect; provided that if any Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 1.13(H) in respect of any costs or other amounts resulting from or relating to such event, only be entitled to payment under this Section 1.13(H) for such costs or other amounts from and after the date 90 days prior to the date that such Bank does give such notice; and provided, further, that each Bank agrees that, as promptly as practicable after it becomes aware of the existence of the foregoing conditions, it will, to the extent not inconsistent with such Bank's internal policies or any legal or regulatory restrictions, use reasonable efforts to issue, make or maintain the affected Letter of Credit or purchase or maintain any participation therein through another lending office of such Bank if as a result thereof the additional moneys which would otherwise be required to be paid to compensate for such additional cost or reduced receipt with respect to such Letter of Credit pursuant to this Section 1.13(H) would be reduced and if, as determined by such Bank, in its reasonable discretion, the issuance, making or maintaining of such Letter of Credit or the purchasing or maintaining of any participation therein through such other lending office would not otherwise materially adversely affect such Letter of Credit or such Bank. Each Bank will furnish to the Borrower a certificate setting forth in reasonable detail the basis and amount of each request by such Bank for compensation under this Section 1.13(H). Determinations by any Bank for purposes of this Section 1.13(H), including of the effect of any regulatory change pursuant to Section 1.13(H) on its costs of making or maintaining Letters of Credit (or purchasing or maintaining participations therein), or on amounts receivable by it in respect of Letters of Credit, and of the amounts required to compensate such Bank under this Section 1.13(H), shall be made on a reasonable basis. A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Agent by that Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or except for demonstrable error, be final and final, conclusive and binding on for all purposes. If any Bank shall be entitled to payments under this Section 1.13, such Bank, within a reasonable time after becoming entitled to such payments, shall (unless otherwise required by a governmental authority or as a result of any law, rule, regulation, order or similar directive applicable to such Bank) designate a different lending office from that initially selected by such Bank to which payments are to be made under this Agreement or under any Credit Document, if such designation would avoid the need for (or DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 materially reduce the amount of) such payments and would not, in the reasonable opinion of the parties heretoBank, be otherwise disadvantageous to such Bank.

Additional Payments. If by reason of subsequent to the date hereof (a) any change after the date hereof in applicable lawintroduction of, regulation, rule, decree or regulatory requirement or any change after the date hereof in, any applicable Legal Requirement or any change in the interpretation or application thereof by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Governmental Authority; or (b) compliance by any Issuing Lender or any a Lender with any guideline, direction, request or requirement (whether or not having the force of lawlaw but binding on such Lender or its Assets or in respect of which compliance is otherwise required or mandated) of any governmental or monetary authority imposed after Governmental Authority, in each case other than as dealt with in Section 12.7, shall have the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):effect of: (i) increasing the cost to such Issuing Lender of continuing to provide or maintain its Commitment (including the costs of maintaining any Lender shall be subject to any tax, levy, charge reserve or withholding of any nature special deposit or to any variation thereof or to any penalty similar requirements with respect to the maintenance this Agreement, or fulfillment of with respect to its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lenderhereunder); (ii) imposing on such Lender or expecting there to be maintained by such Lender any reserveadditional capital adequacy or additional capital requirement (including, deposit without limiting the generality of the foregoing, under any Capital Adequacy Guideline or similar any other requirement is or shall be applicable, imposed or modified of any Governmental Authority which affects such Lender’s allocation of capital resources to its obligations) in respect of such Lender’s obligations hereunder; (iii) reducing any Letters of Credit issued amount paid or payable to such Lender under this Agreement in any amount it deems material; (iv) causing such Lender to make any payment or to forego any return, on a basis calculated by reference to any amount received or receivable by such Issuing Lender or participations therein purchased by any Lenderunder this Agreement; or (iiiv) there shall be imposed directly or indirectly reducing the effective return to such Lender under this Agreement or on such Issuing Lender Xxxxxx’s overall capital as a result of entering into this Agreement or as a result of any Lender any of the transactions or obligations contemplated by this Agreement, other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; and the than in each case as a result of the foregoing is to directly implementation or indirectly increase the cost to such Issuing Lender or in any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable Excluded Taxes in respect thereof by of such Issuing Lender or any Lender, then the Borrower shall, subject to the terms and in any conditions hereof, pay such case such Issuing Lender or such Lender may, at any time within six months after amount (the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within ten days of receipt of such notice such amounts “Compensating Amount”) as such Issuing Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such Lender for and will indemnify the Lender against any such additional cost cost, reduction, payment or reduced receiptforegone return (but only to the extent that the same has not been offset by an increase in the applicable interest rate or fees hereunder, together and provided that if such event does not have the force of law, the Lender is generally requiring indemnification with interest respect thereto from all of its borrowers in comparable circumstances to the Borrower hereunder from which it is entitled to require such indemnification and that the event giving rise to the request for a Compensating Amount affects all Lenders similarly regulated in the same jurisdiction and is not an event or circumstance particular to the identity, character or financial health or position of such Lender). The payment by the Borrower of such Compensating Amount is not, and shall not be deemed to be or construed as, a repayment on such amount from 10 days account of any Outstanding Principal Obligations. The Lender shall, forthwith after the date Lender becoming aware of the occurrence of an event which has had or could have the effect set out in (i), (ii), (iii), (iv), or (v) above entitling the Lender to the payment of a Compensating Amount, give notice to the Borrower and to the Agent of such demand until event and of any Compensating Amount claimed, or that will be claimed upon the occurrence of such additional cost, reduction, payment in full thereof or foregone return, as applicable, with details of the events giving rise thereto and shall at a rate equal at all times that time provide to the Base Rate per annum. The determination by such Issuing Lender or any Lender, as Borrower and to the case may be, of any amount due pursuant to this subsection 2.8H as set forth in Agent a certificate setting forth the calculation thereof out in reasonable detail, shall, detail a calculation of such Compensating Amount claimed. The certificate of the Lender with respect to the Compensating Xxxxxx claimed shall be prima facie evidence of the Compensating Amount to which such Lender is entitled in the absence of manifest or demonstrable error. The Borrower shall within fifteen (15) days of receipt of a certificate from the Lender claiming payment of (as opposed to a certificate referencing a future claim to) any Compensating Amount pay to the Lender the Compensating Xxxxxx claimed. The obligation to pay such a Compensating Amount for subsequent periods will continue, be final and conclusive and binding on all subject as herein provided, until the earlier of the parties heretopayment in full of the Obligations owed to the Lender and the lapse or cessation of the event giving rise to the Compensating Amount. Failure or delay on the part of any Lender to claim any Compensating Amount pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such Compensating Amount, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any additional cost, reduction, payment or foregone return suffered more than six months prior to the date that such Lender notifies the Borrower of the occurrence of an event giving rise to such additional cost, reduction, payment or foregone return and of such Xxxxxx’s claim for any Compensating Amount therefor, unless the event giving rise to such additional cost, reduction, payment or foregone return is retroactive, in which case the nine- month period referred to above shall be extended to include the period of retroactive effect thereof.

Additional Payments. If by reason of (a) any change after the date hereof Closing Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, Non-Excluded Tax or other levy or charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 1.13, whether directly or by such being imposed on or suffered by such Issuing Lender Bank or any LenderBank; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 1.13, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to the rate applicable to Base Rate per annumLoans then in effect; provided that the failure of any Bank to timely give such notice shall not affect the obligation of the Borrower to pay such amounts. The determination A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Agent by such that Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of except for manifest or demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Additional Payments. If by reason of (a) any change after the date hereof of ------------------- this Agreement in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):authority: (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 2.13, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters the Letter of Credit issued by such Issuing Lender or participations therein purchased by any the Lender; or (iii) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8Section 2.13, any the Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender or any Lender of issuing, making or maintaining any the Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender mayshall, at any time within six months as promptly as practical after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender or such Lender may specify to shall be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest interest, if any, on such amount from 10 days five (5) Business Days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to --- ----- the Base Rate per annumrate applicable to Loans then in effect; provided, however, that the failure -------- ------- of Lender to timely give such notice shall not affect the obligation of Borrower to pay such amounts. The determination by such Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a A certificate setting forth the calculation thereof in reasonable detaildetail as to the amount of such increased cost or reduced receipt, submitted to the Borrower by Lender shall, in the absence of absent manifest or demonstrable error, be final and final, conclusive and binding on for all purposes. Notwithstanding the foregoing, amounts of the parties heretoforegoing nature assessed with respect to the IDB Letter of Credit shall be governed solely by the Reimbursement Agreement.

Additional Payments. If IF by reason of of: (ai) any change after the date hereof in any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (requirement, in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or occurring after the Closing Date; or (bii) compliance by any the Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of announced or issued after the Closing Date by any governmental or monetary authority imposed after the date hereof authority, including, without limitation, any announcements or issuances under Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):of the Board of Governors of the Federal Reserve System; THEN: (i) such the Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 2.10, whether directly or by such being imposed on or suffered by such the Issuing Lender Bank or any LenderBank; (ii) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such the Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 2.10, any Letter of Credit or any participation therein; and AND the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender Bank or any LenderBank, then THEN and in any such case such the Issuing Lender Bank or such Lender Bank may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowersthe Borrower and the Agent, and Borrowers the Borrower shall pay within ten days five Business Days of receipt the date of such notice such amounts as such the Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such the Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Lending Rate plus 2.00% per annum. The determination by such the Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H Section 2.10(g) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, shall be final and conclusive and binding on all of the parties heretopresumed to be correct.

Additional Payments. If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any an judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any an Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excludingD, however, any direction, request or requirement regarding capital adequacy): (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations participation therein purchased by any Lender; or (iii) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; Bank and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice 10 Business Days after demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate PER ANNUM equal at all times to the rate applicable to Revolving Loans that are Base Rate per annum. The determination Loans then in effect; PROVIDED that if any Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 1.13(h) in respect of any costs or other amounts resulting from or relating to such event, only be entitled to payment under this Section 1.13(h) for such costs or other amounts incurred from and after the date 90 days prior to the date that such Bank does give such notice; and PROVIDED, FURTHER, that each Bank agrees that, as promptly as practicable after it becomes aware of the existence of the foregoing conditions, it will, to the extent not inconsistent with such Bank's internal policies or any legal or regulatory restrictions, use reasonable efforts to issue, make or maintain the affected Letter of Credit or purchase or maintain any participation therein through another lending office of such Bank if as a result thereof the additional moneys which would otherwise be required to be paid to compensate for such additional cost or reduced receipt with respect to such Letter of Credit pursuant to this Section 1.13(h) would be reduced and if, as determined by such Bank, in its reasonable discretion, the issuance, making or maintaining of such Letter of Credit or the purchasing or maintaining of any participation therein through such other lending office would not otherwise materially adversely affect such Letter of Credit or such Bank. Each Bank will furnish to the Borrower a certificate setting forth in reasonable detail the basis and amount of each request by such Bank for compensation under this Section 1.13(h). Determinations by any Bank for purposes of this Section 1.13(h), including of the effect of any regulatory change pursuant to Section 1.13(h) on its costs of making or maintaining Letters of Credit (or purchasing or maintaining participation therein), or on amounts receivable by it in respect of Letters of Credit, and of the amounts required to compensate such Bank under this Section 1.13(h), shall be made on a reasonable basis. A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Administrative Agent by the Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or except for demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Additional Payments. If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of law)of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 1.10, whether directly or by such being imposed on or suffered by such Issuing Lender Bank or any LenderBank; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 1.10, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months as promptly as practical after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate PER ANNUM equal at all times to the rate applicable to Base Rate per annumLoans then in effect; PROVIDED, HOWEVER, that the failure of any Bank to timely give such notice shall not affect the obligations of the Borrower to pay such amounts. The determination A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Agent by such that Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of absent manifest or demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Additional Payments. If by reason of (a) any change after the date hereof ------------------- Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 1.13, whether directly or by such being imposed on or suffered by such Issuing Lender Bank or any LenderBank; provided, however, -------- ------- that no payment shall be required to be made by the Borrower pursuant to this clause (i) with respect to changes in the rate of any tax on or measured by the net income of a Bank (including any franchise or similar tax so measured) pursuant to the income tax laws of the United States or of the jurisdiction in which it is incorporated or organized or the jurisdiction where such Bank's lending office is located; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 1.13, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice 10 Business Days after demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to the rate applicable to Base Rate per annum. The determination Loans --------- then in effect; provided that if any Bank fails to give such notice within 90 days -------- after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 1.13(H) in respect of any costs or other amounts resulting from or relating to such event, only be entitled to payment under this Section 1.13(H) for such costs or other amounts from and after the date 90 days prior to the date that such Bank does give such notice; and provided, further, that each Bank agrees that, as promptly as -------- ------- practicable after it becomes aware of the existence of the foregoing conditions, it will, to the extent not inconsistent with such Bank's internal policies or any legal or regulatory restrictions, use reasonable efforts to issue, make or maintain the affected Letter of Credit or purchase or maintain any participation therein through another lending office of such Bank if as a result thereof the additional moneys which would otherwise be required to be paid to compensate for such additional cost or reduced receipt with respect to such Letter of Credit pursuant to this Section 1.13(H) would be reduced and if, as determined by such Bank, in its reasonable discretion, the issuance, making or maintaining of such Letter of Credit or the purchasing or maintaining of any participation therein through such other lending office would not otherwise materially adversely affect such Letter of Credit or such Bank. Each Bank will furnish to the Borrower a certificate setting forth in reasonable detail the basis and amount of each request by such Bank for compensation under this Section 1.13(H). Determinations by any Bank for purposes of this Section 1.13(H), including of the effect of any regulatory change pursuant to this Section 1.13(H) on its costs of making or maintaining Letters of Credit (or purchasing or maintaining participations therein), or on amounts receivable by it in respect of Letters of Credit, and of the amounts required to compensate such Bank under this Section 1.13(H), shall be made on a reasonable basis. A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Agent by that Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or except for demonstrable error, be final and final, conclusive and binding on for all purposes. If any Bank shall be entitled to payments under this Section 1.13, such Bank, within a reasonable time after becoming entitled to such payments, shall (unless otherwise required by a governmental authority or as a result of any law, rule, regulation, order or similar directive applicable to such Bank) designate a different lending office from that initially selected by such Bank to which payments are to be made under this Agreement or under any Credit Document, if such designation would avoid the need for (or materially reduce the amount of) such payments and would not, in the reasonable opinion of the parties heretoBank, be otherwise disadvantageous to such Bank.

Additional Payments. If by reason of (a1) any change after the date hereof in any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b2) compliance by any Issuing Lender the Agents or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (iA) such any Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8SECTION 2.15(i), whether directly or by such being imposed on or suffered by such any Issuing Lender Bank or any LenderBank (except for the imposition of, or changes in the rate of, a tax based solely on the net income of such Bank or a surcharge on such a tax); (iiB) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such any Issuing Lender Bank or participations therein purchased or deemed purchased by any LenderBank; or (iiiC) there shall be imposed on such any Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8SECTION 2.15, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such any Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender Bank may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowersthe Company, and the Borrowers shall pay within ten days of receipt of on demand to such notice Issuing Bank or such Bank, as the case may be, such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Alternate Base Rate per annumplus the Applicable Margin. The determination by such any Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H SECTION 2.15(i) as set forth in a certificate setting forth the calculation thereof in reasonable detail, detail shall, in the absence of manifest error or demonstrable errorbad faith, be final and conclusive and binding on all of the parties hereto. As among the Borrowers, the Agents, each Issuing Bank and the Banks, the Borrowers assume all risks of the acts and omissions of, or misuse of the Letters of Credit issued by any Issuing Bank by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Agents, any Issuing Bank nor any Bank shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any such Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit, unless (i) such failure is material and substantive, and (ii) the Issuing Bank's payment on such Letter of Credit constitutes gross negligence or willful misconduct; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any such Letter of Credit; or (H) any consequences arising from causes beyond the control of such Issuing Bank. None of the above shall affect, In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit issued by it or the related certificates, if (i) taken or omitted in good faith and (ii) substantially in accordance with the terms thereof, shall not put such Issuing Bank under any resulting liability to the Borrowers. As between the Agents, each Issuing Bank and the Revolving Credit Banks, each Issuing Bank agrees that it will take the same care as it takes in connection with letters of credit in which it alone is interested. However, neither any Issuing Bank nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith except for its or their own gross negligence or willful misconduct. With respect to its Commitment (if any), its Swing Line Commitment (if any) and its portion of the Advances and Letter of Credit Liability (if any), each Issuing Bank shall have the same rights and powers hereunder as any Bank and may exercise the same as though it were not an Issuing Bank. Each Issuing Bank may accept deposits from, lend money to and generally engage in any kind of banking or trust business with any Borrower and any Subsidiaries or Affiliates of such Borrower as if such Issuing Bank were not an Issuing Bank unless otherwise prohibited by the terms of this Agreement. It is expressly understood and agreed that the obligations of each Issuing Bank hereunder are only those expressly set forth in this Agreement and that such Issuing Bank shall be entitled to assume that no Event of Default or Incipient Default has occurred and is continuing unless such Issuing Bank has actual knowledge of such fact or has received written notice from the Administrative Agent, a Revolving Credit Bank or a Borrower that the Administrative Agent, such Revolving Credit Bank or Borrower considers that an Event of Default or Incipient Default has occurred and is continuing and specifying the nature thereof. So long as any Issuing Bank shall be entitled, pursuant to the immediately preceding paragraph, to assume that no Event of Default or Incipient Event of Default, has occurred and is continuing, such Issuing Bank shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement. Each Issuing Bank shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it The Revolving Credit Banks agree to indemnify each Issuing Bank in its capacity as Issuing Bank (not in its individual capacity as a Revolving Credit Bank) (to the extent not reimbursed by the Borrowers), ratably according to their pro rata share, from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and/or allocated costs of internal counsel) which such Issuing Bank may incur or be subject to as a consequence direct or indirect, of the (1) issuance of or performance under a Letter of Credit, or (2) the failure of such Issuing Bank to honor a drawing under any Letter of Credit unless due solely to the gross negligence or willful misconduct of such Issuing Bank, or as a result of any act or omission, whether rightful or wrongful, by any future de jure or de facto government or governmental authority. The indemnities contained in this Section shall survive the discharge of the Transaction Documents, whether through full payment and performance of the Obligations or otherwise, including without limitation, the termination of the Commitment.

Additional Payments. If by reason of (a) any change after ------------------- the date hereof in applicable law, regulation, rule, decree or regulatory requirement any Requirement of Law or any change after the date hereof in the interpretation interpretation, administration or application by any judicial or regulatory authority Governmental Authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Requirement of Law or (b) compliance by any the Issuing Lender Bank or any Revolving Credit Lender with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender Bank or participations therein purchased by any Revolving Credit Lender; or (iiiii) there shall be imposed on such the Issuing Lender Bank or any Revolving Credit Lender any other condition regarding this subsection 2.8Section 3.10, any Letter ------------ of Credit or any participation therein; and the result of the foregoing is to increase directly or indirectly increase the cost to such the Issuing Lender Bank or any Revolving Credit Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender Bank or any Revolving Credit Lender, then then, and in any such case such case, the Issuing Lender Bank or such Revolving Credit Lender may, at any time within six months 180 days after the additional cost is incurred or the amount received is reduced, notify Borrowersthe Borrowers (unless such change or compliance arose or became effective retrospectively, in which case such Revolving Credit Lender or Issuing Bank shall not be limited to such 180-day period so long as such Revolving Credit Lender or Issuing Bank has given such notice to the Borrowers no later than 180 days from the date such change or compliance became applicable to such Revolving Credit Lender or Issuing Bank), and the Borrowers shall pay within ten days of receipt of such notice on demand such amounts as such the Issuing Lender Bank or such Revolving Credit Lender may specify to be necessary to compensate such the Issuing Lender Bank or such Revolving Credit Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Prime Lending Rate per annum. The determination --------- by such the Issuing Lender Bank or any Revolving Credit Lender, as the case may be, of any amount due pursuant to this subsection 2.8H Section 3.10, as set forth in a certificate setting ------------ forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof in applicable lawintroduction of, regulation, rule, decree or regulatory requirement or any change after the date hereof in, any applicable Legal Requirement or any change in the interpretation or application thereof by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Governmental Authority; or (b) compliance by any Issuing Lender or any a Lender with any guideline, direction, request or requirement (whether or not having the force of lawlaw but binding on such Lender or its Assets or in respect of which compliance is otherwise required or mandated) of any governmental or monetary authority imposed after Governmental Authority, in each case other than as dealt with in Section 12.7, shall have the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):effect of: (i) increasing the cost to such Issuing Lender of continuing to provide or maintain its Commitment (including the costs of maintaining any Lender shall be subject to any tax, levy, charge reserve or withholding of any nature special deposit or to any variation thereof or to any penalty similar requirements with respect to the maintenance this Agreement, or fulfillment of with respect to its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lenderhereunder); (ii) imposing, modifying or deeming applicable any reserve, liquidity, cash margin, capital, deposit insurance, special deposit or similar requirements against assets held by, or deposits in or for the account of, or loans by or to, or any other acquisition of funds by, or drafts (including Bankers' Acceptances) accepted by an office of, such Lender; (iii) imposing on such Lender or expecting there to be maintained by such Lender any additional capital adequacy or additional capital requirement is (including, without limiting the generality of the foregoing, under any Capital Adequacy Guideline or shall be applicable, imposed or modified any other requirement of any Governmental Authority which affects such Lender’s allocation of capital resources to its obligations) in respect of such Lender’s obligations hereunder; (iv) reducing any Letters of Credit issued amount paid or payable to such Lender under this Agreement in any amount it deems material; (v) causing such Lender to make any payment or to forego any return, on a basis calculated by reference to any amount received or receivable by such Issuing Lender under this Agreement; (vi) subjecting such Lender to, or participations therein purchased causing the withdrawal or termination of any previously granted exemption with respect to, any Tax, or changing the basis of taxation, or increasing any existing Tax, on payments of principal, interest, fees or other amounts payable by the Borrower to such Lender under this Agreement (except for Excluded Taxes); (vii) directly or indirectly reducing the effective return to such Lender under this Agreement or on such Xxxxxx’s overall capital as a result of entering into this Agreement or as a result of any Lenderof the transactions or obligations contemplated by this Agreement; or (iiiviii) there shall be imposed imposing on such Issuing Lender or any Lender any other condition regarding conditions or requirements relevant to this subsection 2.8, any Letter of Credit Agreement or any participation thereinCredit Facility; and the result of any of the foregoing is shall be to directly or indirectly increase the cost to such Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation thereinto, or to reduce the amount of principal, interest, fees or other amounts received or receivable by, such Lender hereunder or such Xxxxxx's effective return hereunder (excluding in all cases any such increase or reduction resulting from the application or imposition of Excluded Taxes) in respect thereof by of making, maintaining or funding a Borrowing hereunder or maintaining, as applicable, its Commitment, or cause such Issuing Lender to make any payment or forego any Lenderinterest, fees or other amounts hereunder, then the Agent shall give notice thereof to the Borrower as soon as possible after such determination, and in any such case such Issuing Lender or such Lender mayshall have no further obligation to make Advances of the Type affected or maintain, at any time within six months after the additional cost is incurred or the amount received is reducedas applicable, notify Borrowers, and Borrowers shall pay within ten days of receipt its Commitment in respect of such notice such amounts as such Issuing Lender or type of Borrowings unless prior arrangements satisfactory to such Lender may specify to be necessary are made to compensate such Issuing it as hereinafter provided. Such Lender or shall, acting reasonably, determine that amount of money which shall compensate such Lender for such additional cost increase in cost, reduction in principal, interest, fees or reduced receiptother amount received or receivable by such Lender, together with interest on or such amount from 10 days after the date of such demand until reduction in effective return hereunder, or any payment in full thereof at a rate equal at all times made or interest, fees or other amounts forgone (herein referred to as “Compensating Amount”). Notwithstanding anything herein to the Base Rate per annum. The determination contrary, (A) the Xxxx- Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines or directives promulgated by such Issuing Lender the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Lendersuccessor or similar authority) or the United States of America, as the Canadian or other regulatory authorities, in each case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.Basel III ((A) and

Additional Payments. If by reason of (a) any change after the date hereof in in, or adoption of, any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender the Administrative Agent or any Lender other Bank with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):of the Board: (i1) such Issuing Lender the Administrative Agent or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.82.18, whether directly or by such being imposed on or suffered by such Issuing Lender the Administrative Agent or any LenderBank; (ii2) any reserve, deposit deposit, or (with respect to the face amount of Drafts as to which an unmatured Acceptance was created only) capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit Acceptance issued by such Issuing Lender the Administrative Agent or participations therein purchased by any LenderBank; or (iii3) there shall be imposed on such Issuing Lender the Administrative Agent or any Lender Bank any other condition regarding this subsection 2.82.18, any Letter of Credit Acceptance or any participation therein; and the result of the foregoing is to directly or indirectly to increase the cost to such Issuing Lender the Administrative Agent or any Lender Bank of issuing, making or maintaining any Letter of Credit Acceptance or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender the Administrative Agent or any LenderBank, or in the case of capital adequacy requirements, the result is to increase the amount of capital required to be maintained by the Administrative Agent or such Bank with respect to the face amount of Drafts as to which an unmatured Acceptance was created (or a participation therein) above the amount of capital which would otherwise be required to be maintained by the Administrative Agent or such Bank with respect thereto (taking into account the Administrative Agent or such Bank’s internal policies and practices with respect to capital maintenance as of the date hereof), then and in any such case such Issuing Lender the Administrative Agent or such Lender Bank may, at any time within six months a reasonable period after the additional cost is incurred or additional capital is required or the amount received is reduced, notify Borrowersthe Company, and Borrowers the Companies shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender the Administrative Agent or such Lender other Bank may specify to be necessary to compensate such Issuing Lender the Administrative Agent or such Lender other Bank for such additional cost or capital or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Floating Rate plus the Applicable Margin per annum. The determination by such Issuing Lender the Administrative Agent or any Lenderother Bank, as the case may be, of any amount due pursuant to this subsection 2.8H 2.18(h) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this subsection, will give prompt written notice thereof to the Company, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Companies’ obligations to pay additional amounts pursuant to this subsection.

Additional Payments. If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 1.13, whether directly or by such being imposed on or suffered by such Issuing Lender Bank or any LenderBank; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such Issuing Lender or participations therein purchased by any Lender; or (iii) there shall be imposed on such Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 1.13, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months as promptly as practical after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to the rate applicable to Base Rate per annumLoans then in effect; provided, however, that the failure of any Bank to timely give such notice shall not affect the obligation of the Borrower to pay such amounts. The determination A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Administrative Agent by such that Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of absent manifest or demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bankers or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such Issuing Lender Bankers or participations therein purchased by any Lender; or (iiiii) there shall be imposed on such Issuing Lender Bankers or any Lender any other condition regarding subsection 2.7 of this subsection 2.8Agreement or this Appendix B, any Letter of Credit or any participation or any obligation to participate therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bankers or any Lender of issuing, making or maintaining any Letter of Credit or of committing to purchase, purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bankers or any LenderLender (other than an increase in cost or reduction in amount receivable as a consequence of any Tax, which shall be governed by the provisions of subsection 10.7 of this Agreement), then and in any such case such Issuing Lender Bankers or such Lender may, at any time within six months after the additional cost is incurred or the amount received is reduced, notify BorrowersCompany, and Borrowers Company shall pay within ten days of receipt of such notice such amounts as such Issuing Lender Bankers or such Lender may specify pursuant to the certificate described below to be necessary to compensate such Issuing Lender Bankers or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Prime Rate per annum. The determination by such Issuing Lender Bankers or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H section B as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 1.13, whether directly or by such being imposed on or suffered by such Issuing Lender Bank or any LenderBank; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 1.13, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months as promptly as practical after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receiptre- ceipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to the rate applicable to Base Rate per annumLoans then in effect; provided, however, that the failure of any Bank to so timely give such notice shall not affect the obligations of the Borrower to pay such amounts. The determination A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Agent by such that Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of absent manifest or demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Additional Payments. If by reason of subsequent to the date hereof (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement Legal Requirements or any change after the date hereof in the interpretation or application thereof by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Governmental Authority; or (b) compliance by any Issuing Lender or any the Lender with any guideline, direction, request or requirement with which it is customary for the Lender to comply (whether or not having the force of law) of any governmental Governmental Authority shall have the effect of: (a) increasing the cost to the Lender (which it would not otherwise have incurred) of continuing to provide or monetary authority imposed after maintain the date hereof Credit Facility (including, without limitation, Regulation D (but excludingthe costs of maintaining any reserve or special deposit or similar requirements with respect to this Agreement, howeveror with respect to its obligations hereunder or thereunder), any direction, request other than an increased cost resulting from a generally applicable higher rate of tax imposed on the overall net income or requirement regarding capital adequacy):of the Lender; (ib) such Issuing imposing on the Lender or expecting there to be maintained by the Lender any additional reserve, special deposit or similar requirement or any additional capital adequacy or additional capital requirement (including, without limiting the generality of the foregoing, under any Capital Adequacy Guideline or any other requirement which affects the Lender’s allocation of capital resources to its obligations) in respect of the Lender’s obligations hereunder; (c) reducing any amount paid or payable to the Lender under this Agreement in any amount which is material; (d) causing the Lender to make any payment or to forego any return, on a basis calculated by reference to any amount received or receivable by the Lender under this Agreement; or (e) directly or indirectly reducing the effective return to the Lender under this Agreement or on the Lender’s overall capital as a result of entering into this Agreement or as a result of any of the transactions or obligations contemplated by this Agreement (other than a reduction resulting from a generally applicable higher rate of tax imposed on the net income or capital of the Lender) received or receivable by the Lender under this Agreement; the Borrower shall, subject to the terms and conditions hereof, pay such amount (the “Compensating Amount”) as may be necessary to compensate the Lender for and will indemnify the Lender against any such additional cost, reduction, payment or foregone return. The payment by the Borrower of such Compensating Amount is not, and shall not be deemed to be or construed as, a repayment on account of any Outstanding Principal Obligations. The Lender shall, forthwith after the Lender becoming aware of the occurrence of an event entitling the Lender to the payment of a Compensating Amount and the Lender determining to claim such Compensating Amount (which determination the Lender shall be subject make without undue delay), give notice to any tax, levy, charge the Borrower of the Compensating Amount claimed with details of the events giving rise thereto and shall at that time or withholding within twenty (20) days thereafter provide to the Borrower a certificate setting out in reasonable detail a compilation of any nature or the Compensating Amount claimed (and where appropriate the Lender’s reasonable allocation to any variation thereof or to any penalty its Advances hereunder of Compensating Amounts with respect to the maintenance or fulfillment aggregate of its obligations under this subsection 2.8, whether directly or such similar credits granted by the Lender affected by such being imposed event) or, if the Lender is then unable to determine the Compensating Amount or the method of compilation thereof an estimate of such Compensating Amount and/or the method or the basis on which the Lender estimates the calculation will be made which estimate will be confirmed or suffered adjusted by such Issuing the aforesaid certificate. The certificate of the Lender or any Lender; (ii) any reserve, deposit or similar requirement is or with respect to the Compensating Amount shall be applicable, imposed or modified in respect of any Letters of Credit issued by such Issuing Lender or participations therein purchased by any Lender; or (iii) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; and the result conclusive evidence of the foregoing is to directly or indirectly increase the cost to such Issuing Lender or any Lender of issuingamount thereof, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time absent manifest error. The Borrower shall within six months after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within ten thirty (30) days of receipt of such notice such amounts from the Lender pay to the Lender the Compensating Amount (or the estimated Compensating Amount) claimed but, if the Compensating Amount claimed and paid is greater or lesser than the Compensating Amount as such Issuing finally determined, the Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Rate per annum. The determination by such Issuing Lender or any LenderBorrower, as the case may be, of any shall pay to the other the amount due pursuant required to this subsection 2.8H adjust the payment to the Compensating Amount required to be paid. The obligation to pay such a Compensating Amount for subsequent periods will continue, subject as set forth in a certificate setting forth herein provided, until the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all earlier of the parties heretopayment in full of the Obligations owed to the Lender and the lapse or cessation of the event giving rise to the Compensating Amount.

Additional Payments. If by reason of (a) any a)any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 1.10, whether directly or by such being imposed on or suffered by such Issuing Lender Bank or any LenderBank; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 1.10, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months as promptly as practical after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to the rate applicable to Base Rate per annumLoans then in effect; provided, however, that the failure of any Bank to timely give such notice shall not affect the obligations of the Borrower to pay such amounts. The determination A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Agent by such that Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of absent manifest or demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Additional Payments. If by reason of (a) any change after the date hereof in in, or adoption of, any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender or any Lender the Bank making a Bid Loan with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):of the Board: (i1) such Issuing Lender or any Lender that Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender2.20; (ii2) any reserve, deposit deposit, or capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued Bid Loan made by such Issuing Lender or participations therein purchased by any Lenderthat Bank; or (iii3) there shall be imposed on such Issuing Lender or any Lender that Bank any other condition regarding this subsection 2.82.20, any Letter of Credit or any participation thereinBid Loan; and the result of the foregoing is to directly or indirectly to increase the cost to such Issuing Lender or any Lender that Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation thereinBid Loan, or to reduce the amount receivable in respect thereof by that Bank, or in the case of capital adequacy requirements, the result is to increase the amount of capital required to be maintained by that Bank with respect to any Bid Loan above the amount of capital which would otherwise be required to be maintained by that Bank with respect thereto (taking into account such Issuing Lender or any LenderBank’s internal policies and practices with respect to capital maintenance as of the date hereof), then and in any such case such Issuing Lender or such Lender Bank may, at any time within six months a reasonable period after the additional cost is incurred or additional capital is required or the amount received is reduced, notify Borrowersthe Company, and Borrowers the Companies shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender or such Lender Bank may specify to be necessary to compensate such Issuing Lender or such Lender Bank for such additional cost or additional capital or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Floating Rate plus the Applicable Margin per annum. The determination by such Issuing Lender or any Lender, as the case may be, Bank of any amount due pursuant to this subsection 2.8H 2.20(l) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this subsection, will give prompt written notice thereof to the Company, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Companies’ obligations to pay additional amounts pursuant to this subsection.

Additional Payments. If by reason of (a) any change after the date hereof ------------------- in applicable lawany Requirement of Law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority Governmental Authority of any lawRequirement of Law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any the Issuing Lender Bank or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority (or monetary authority imposed after the date hereof authority) including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect (but excluding, however, and any direction, request or requirement regarding capital adequacysuccessor thereto): (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender Bank or participations participation therein purchased by any Lender; or (iiiii) there shall be imposed on such the Issuing Lender Bank or any Lender any other condition regarding this subsection 2.82.10, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender Bank or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender Bank or any Lender, then and in any such case such Issuing Lender the Agent or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowersthe Borrower, and Borrowers the Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender the Agent or such Lender may specify to be necessary to compensate such the Issuing Lender Bank or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Prime Lending Rate per annum. The determination by such the Issuing Lender Bank or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory any legal requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory governmental authority of any law, regulation, rule, decree or regulatory legal requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any the Issuing Lender Bank or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental authority or monetary authority imposed after the date hereof including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect (but excluding, however, and any direction, request or requirement regarding capital adequacysuccessor thereto): (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit L/Cs issued by such the Issuing Lender Bank or participations therein purchased by any Lender; or (iiiii) there shall be imposed on such the Issuing Lender Bank or any Lender any other condition regarding this subsection 2.8SUBSECTION 2.4A(j), any Letter of Credit L/C or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender Bank or any Lender of issuing, making or maintaining any Letter of Credit L/C or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any Lender, then then, and in any such case such case, the Issuing Lender Bank or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowersthe Borrower, and Borrowers the Borrower shall pay within ten days of receipt of such notice on demand such amounts as such the Issuing Lender Bank or such Lender may specify to be necessary to compensate such the Issuing Lender Bank or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Prime Rate per annumPER ANNUM. The determination by such the Issuing Lender Bank or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H subsection, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (ai) any change after the date hereof in any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) applicable to financial institutions generally or (bii) compliance by any the Issuing Lender or any Lender with any direction, request or requirement after the date hereof (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (ia) such the Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such the Issuing Lender or any Lender; (iib) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender or participations partici- pations therein purchased by any Lender; or (iiic) there shall be imposed on such the Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender or any Lender, then and in any such case such the Issuing Lender or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify BorrowersBorrower and Agent in writing and provide appropriate proof of such cost, and Borrowers Borrower shall pay within ten days five (5) Business Days of receipt the date of such notice such amounts as such the Issuing Lender or such Lender may specify to be necessary to compensate such the Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Rate plus 1.00% per annum. The determination by such the Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H 2.8G as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.; provided that no payment shall be required under this subsection 2.8G for any increased cost incurred or reduced amount received by a Lender more than 180 days prior to the date demand for payment on account of such increased cost or reduced amount is given by such lender under this subsection 2.8G.

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application ap- plication by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender or any Lender with any direction, request re- quest or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy): (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such Issuing Lender or participations therein purchased by any Lender; or (iii) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time within six months after the additional cost is incurred or the amount received is reduced, notify BorrowersCompany, and Borrowers Company shall pay within ten days of receipt of such notice such amounts as such Issuing Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Rate per annum. The determination by such Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If If, after the date hereof, by reason of (a) any the introduction of or change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the official interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree applicable law or regulatory requirement (in each case other than any law, regulation, rule, decree regulation by the authority charged with the administration or regulatory requirement regarding capital adequacy) interpretation thereof or (b) compliance by any the Issuing Lender or any Lender with any direction, guideline or request of any central bank or requirement other governmental authority or quasi-governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy): (i) such the Issuing Lender or any Lender shall be subject to any increase in the net amount of any tax, levy, duty or other charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly 2.7 (except for any increase or by such being imposed on other change in or suffered by such Issuing Lender or any Lender; with respect to Excluded Taxes); (ii) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender or participations therein purchased by any Lender; or or (iii) there shall be imposed on such the Issuing Lender or any Lender any other condition regarding this subsection 2.82.7, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender or any Lender of issuingof, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender or any Lender, then and in any such case such the Issuing Lender or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify BorrowersCompany and Agent, and Borrowers Company shall pay within ten days five Business Days of receipt the date of such notice such amounts as such the Issuing Lender or such Lender may specify to be necessary to compensate such the Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Rate PLUS 3.00% per annumannum but in no event in excess of the Highest Lawful Rate. The determination by such the Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H 2.7G as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. Company shall not be required to pay any amounts pursuant to this subsection 2.7G to or on behalf of any Foreign Lender unless such Foreign Lender has provided to Company either a Certificate of Exemption or a Letter of Non-Exemption.

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement any Requirement of Law or any change after the date hereof in the interpretation or application by any judicial or regulatory authority Governmental Authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Requirement of Law or (b) compliance by any the Issuing Lender Bank or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority or monetary authority imposed after the date hereof including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect (but excluding, however, and any direction, request or requirement regarding capital adequacysuccessor thereto): (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (iia) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender Bank or participations therein purchased by any Lender; or (iiib) there shall be imposed on such the Issuing Lender Bank or any Lender any other condition regarding this subsection 2.83.10, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender Bank or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any Lender, then then, and in any such case such case, the Issuing Lender Bank or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify the Borrowers, and the Borrowers shall pay within ten days of receipt of such notice on demand such amounts as such the Issuing Lender Bank or such Lender may specify to be necessary to compensate such the Issuing Lender Bank or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Prime Lending Rate per annum. The determination by such the Issuing Lender Bank or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement any Requirement of Law or any change after the date hereof in the interpretation or application by any judicial or regulatory authority Governmental Authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Requirement of Law or (b) compliance by any the Issuing Lender Bank or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority or monetary authority imposed after the date hereof including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect (but excluding, however, and any direction, request or requirement regarding capital adequacysuccessor thereto): (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender Bank or participations therein purchased by any Lender; or (iiiii) there shall be imposed on such the Issuing Lender Bank or any Lender any other condition regarding this subsection 2.8Section 3.10, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender Bank or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any Lender, then then, and in any such case such case, the Issuing Lender Bank or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowersthe Borrower, and Borrowers the Borrower shall pay within ten days of receipt of such notice on demand such amounts as such the Issuing Lender Bank or such Lender may specify to be necessary to compensate such the Issuing Lender Bank or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Prime Lending Rate per annum. The determination by such the Issuing Lender Bank or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H as Section, shall be set forth in a certificate delivered to the Borrower, setting forth the calculation thereof of any amounts due pursuant to this Section in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If IF by reason of of: (ai) any change after the date hereof in any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (requirement, in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or occurring after the Effective Date; or (bii) compliance by any the Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of announced or issued after the Effective Date by any governmental or monetary authority imposed after the date hereof authority, including, without limitation, any announcements or issuances under Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):of the Board of Governors of the Federal Reserve System; THEN: (i) such the Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 2.10, whether directly or by such being imposed on or suffered by such the Issuing Lender Bank or any LenderBank; (ii) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such the Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 2.10, any Letter of Credit or any participation therein; and AND the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender Bank or any LenderBank, then THEN and in any such case such the Issuing Lender Bank or such Lender Bank may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowersthe Borrower and the Agent, and Borrowers the Borrower shall pay within ten days five Business Days of receipt the date of such notice such amounts as such the Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such the Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Lending Rate plus 2.00% per annum. The determination by such the Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H Section 2.10(g) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, shall be final and conclusive and binding on all of the parties heretopresumed to be correct.

Additional Payments. If If, after the date hereof, by reason of (a) any the introduction of or change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the official interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree applicable law or regulatory requirement (in each case other than any law, regulation, rule, decree regulation by the authority charged with the administration or regulatory requirement regarding capital adequacy) interpretation thereof or (b) compliance by any the Issuing Lender or any Lender with any direction, guideline or request of any central bank or requirement other governmental authority or quasi-governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy): (i) such the Issuing Lender or any Lender shall be subject to any increase in the net amount of any tax, levy, duty or other charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly 2.8 (except for any increase or by such being imposed on other change in or suffered by such Issuing Lender or any Lenderwith respect to Excluded Taxes); (ii) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender or participations therein purchased by any Lender; or (iii) there shall be imposed on such the Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender or any Lender, then and in any such case such the Issuing Lender or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify BorrowersCompany and Agent, and Borrowers Company shall pay within ten days five Business Days of receipt the date of such notice such amounts as such the Issuing Lender or such Lender may specify to be necessary to compensate such the Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Rate PLUS 0.50% per annum. The determination by such the Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H 2.8G as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. Company shall not be required to pay any amounts pursuant to this subsection 2.8G to or on behalf of any Foreign Lender unless such Foreign Lender has provided to Company either a Certificate of Exemption or a Letter of Non- Exemption.

Additional Payments. If by reason of (a) any change after the date hereof in any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application thereof by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.82.4, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit special deposit, premium, Federal Deposit Insurance Corporation assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such Issuing Lender or participations therein purchased by any Lender; or (iii) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.82.4, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to directly or indirectly reduce the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify BorrowersCompany and Agent, and Borrowers Company shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Rate plus 2% per annum. The determination by such Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H 2.4.G as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the ------------------- date hereof in applicable law, regulation, rule, decree or regulatory requirement any Requirement of Law or any change after the date hereof in the interpretation interpretation, administration or application by any judicial or regulatory authority Governmental Authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Requirement of Law or (b) compliance by any the Issuing Lender Bank or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender Bank or participations therein purchased by any Lender; or (iiiii) there shall be imposed on such the Issuing Lender Bank or any Lender any other condition regarding this subsection 2.8Section 3.10, any Letter of Credit or any ------------ participation therein; and the result of the foregoing is to increase directly or indirectly increase the cost to such the Issuing Lender Bank or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender Bank or any Lender, then then, and in any such case such case, the Issuing Lender Bank or such Lender may, at any time within six months 180 days after the additional cost is incurred or the amount received is reduced, notify Borrowersthe Borrowers (unless such change or compliance arose or became effective retrospectively, in which case such Lender or Issuing Bank shall not be limited to such 180-day period so long as such Lender or Issuing Bank has given such notice to the Borrowers no later than 180 days from the date such change or compliance became applicable to such Lender or Issuing Bank), and the Borrowers shall pay within ten days of receipt of such notice on demand such amounts as such the Issuing Lender Bank or such Lender may specify to be necessary to compensate such the Issuing Lender Bank or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Prime Lending Rate per annum. The determination by such --------- the Issuing Lender Bank or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H Section 3.10, as set forth in a certificate setting forth the ------------ calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Fronting Bank or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement (including a reserve, deposit or similar requirement that takes the form of a tax) is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Fronting Bank or participations therein purchased by any Lender; or (iiiii) there shall be imposed on such Issuing Lender Fronting Bank or any Lender any other condition regarding this subsection 2.82.1, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Fronting Bank or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Fronting Bank or any Lender, then and in any such case such Issuing Lender Fronting Bank or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowers, Borrower and Borrowers Borrower shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender Fronting Bank or such Lender may specify to be necessary to compensate such Issuing Lender Fronting Bank or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to the Base Rate per annumrate applicable to ABR Loans then in effect; provided, however, that this subsection 2.1H shall not apply to any additional cost or reduction in amounts receivable that is attributable to taxes except as specified is subparagraph (i) above. The determination by such Issuing Lender Fronting Bank or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H 2.1H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof in in, or adoption of, any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender or any Lender the Bank creating a Bid Banker’s Acceptance with any direction, request or requirement (whether or not having the force of law) of any governmental Governmental Authority or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):of the Board: (i1) such Issuing Lender or any Lender that Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender2.19; (ii2) any reserve, deposit deposit, or (with respect to the face amount of drafts as to which an unmatured Bid Banker’s Acceptance was created only) capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued Bid Banker’s Acceptance created by such Issuing Lender or participations therein purchased by any Lenderthat Bank; or (iii3) there shall be imposed on such Issuing Lender or any Lender that Bank any other condition regarding this subsection 2.82.19, any Letter of Credit or any participation thereinBid Banker’s Acceptance; and the result of the foregoing is to directly or indirectly to increase the cost to such Issuing Lender or any Lender that Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation thereinBid Banker’s Acceptance, or to reduce the amount receivable in respect thereof by that Bank, or in the case of capital adequacy requirements, the result is to increase the amount of capital required to be maintained by that Bank with respect to the face amount of drafts as to which an unmatured Bid Banker’s Acceptance was created above the amount of capital which would otherwise be required to be maintained by that Bank with respect thereto (taking into account such Issuing Lender or any LenderBank’s internal policies and practices with respect to capital maintenance as of the date hereof), then and in any such case such Issuing Lender or such Lender Bank may, at any time within six months a reasonable period after the additional cost is incurred or additional capital is required or the amount received is reduced, notify Borrowersthe Company, and Borrowers the Companies shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender or such Lender Bank may specify to be necessary to compensate such Issuing Lender or such Lender Bank for such additional cost or additional capital or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate equal at all times to the Base Floating Rate plus the Applicable Margin per annum. The determination by such Issuing Lender or any Lender, as the case may be, Bank of any amount due pursuant to this subsection 2.8H 2.19(m) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this subsection, will give prompt written notice thereof to the Company, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Companies’ obligations to pay additional amounts pursuant to this subsection.

Additional Payments. If by reason Borrower shall pay to Administrative Agent (or to the party entitled thereto as expressly set forth in this Loan Agreement or the other Loan Documents), in accordance with Section 27.4 hereof and the Note, all fees, charges, costs, advances, losses, fines, penalties, judgments, claims, damages and expenses of Administrative Agent, Citi, any other Lender hereunder and their respective agents, attorneys, accountants or consultants selected to act on their behalf, in connection with the making, administration and collection of the Loan, the Project, the Construction and the administration and enforcement of this Loan Agreement and the other Loan Documents, or resulting from a breach or violation of any of the terms, conditions, agreements, representations or warranties thereof, and all amounts due and payable or incurred pursuant to this Loan Agreement and the other Loan Documents (other than the Note which are due and payable in accordance with the terms thereof) or in connection with the Loan, the Construction or the Project, as and when the same become due, together with interest at the Interest Rate on each such amount from the date of such Written Notice until the date of reimbursement to Citi, any other Lender hereunder and Administrative Agent, including, without limitation: (a) any change after amounts due under the date hereof in applicable law, regulation, rule, decree Fee Letter and all other payments of whatever nature that Borrower has agreed to pay or regulatory requirement assume under the provisions of this Loan Agreement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement other Loan Document (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or the Note); (b) compliance by any Issuing Lender all counsel and other fees and expenses incurred in connection with the administration, performance, amendment or enforcement of the Loan Documents or any Lender rights thereunder, collection of the Note, or in connection with any directionlitigation which may at any time be instituted involving the Loan (but not litigation involving all loans held by one or more Lender), request this Loan Agreement, or requirement the other Loan Documents, or in connection with questions or other matters arising under such documents (other than those relating to disputes among one or more Lenders), or in connection with any federal or state tax audit; and (c) all audit costs, inspection fees, settlement of Proceeds, and premiums for title insurance and endorsements thereto, and all fees, charges, costs, advances, indemnities and expenses incurred to defend or assert the rights and claims of Lenders and Administrative Agent under the Loan Documents arising out of an Event of Default or with respect to the Construction or the Project (by litigation or other proceedings) arising out of an Event of Default, which amounts will include all court costs, attorneys’ fees and expenses, fees of auditors and accountants, and investigation expenses as may be reasonably incurred by Lenders and Administrative Agent in connection with any such matters (whether or not having litigation is instituted); (d) all expenses, costs and fees relating to the force supervision, inspection or administration of lawthe Project or the Construction, or Borrower, its properties, assets or operations, required by Administrative Agent or the Construction Consultant in accordance with the Loan Documents, or to reimburse such parties for such expenses, costs and fees, including the fees and expenses (without duplication) of any governmental or monetary authority imposed after the date hereof Lenders’ and Administrative Agent’s environmental, engineering and other consultants; and (e) all fees, charges, costs, advances, losses, fines, penalties, judgments, claims, damages and expenses, including, without limitation, Regulation D reasonable attorneys’ fees, expert witnesses, engineering fees, environmental consultant fees, investigatory fees and remediation costs (but excludingincluding, howeverwithout limitation, any directionfinancial assurances required to be posted for completion of remedial work and costs associated with administrative oversight), request which Administrative Agent, Citi or requirement regarding capital adequacy): the other Lenders may incur in connection with (i) such Issuing Lender the exercise or any Lender shall be subject to any tax, levy, charge or withholding enforcement of any nature of the rights under Section 14.1(v) or to any variation thereof Section 14.1(w) hereof or to any penalty with respect to of the maintenance or fulfillment terms and conditions of its obligations under this subsection 2.8the Environmental Compliance Agreement, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) the failure by Borrower to perform or observe any reserveof the provisions of Section 14.1(v) or Section 14.1(w) hereof or of the terms and conditions of the Environmental Compliance Agreement, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such Issuing Lender or participations therein purchased by any Lender; or (iii) there shall be imposed on such Issuing Lender the breach by Borrower of any representation or warranty of Borrower set forth in Section 14.1(v) or Section 14.1(w) hereof or in the Environmental Compliance Agreement, (iv) the monitoring and participation in any legal or administrative proceeding relating to Hazardous Materials at the Project or any Lender property of Borrower that is adjacent to the Project or Borrower’s compliance with Hazardous Materials Law, the existence or alleged existence of any other condition regarding this subsection 2.8, Prohibited Activities or Conditions (as defined in the Agreement of Environment Compliance; (v) the presence or alleged presence of Hazardous Materials on or under the Project (whether as a result of activities on the Project or on surrounding properties) or in any Letter of Credit the Improvements or on or under any participation thereinproperty of Borrower that is adjacent to the Project; (vi) the actual or alleged violation of any Hazardous Materials Law; (vii) any loss or damage resulting from a loss of priority of the security interests created by the Loan Documents due to an imposition of a lien against the Project; and the (viii) any personal injury claim, proceeding or cause of action directly or indirectly arising as a result of the foregoing is to directly presence of asbestos or indirectly increase other hazardous materials on or from the cost to such Issuing Lender or any Lender Project, shall each be Additional Payments payable and secured in accordance with the terms and provisions of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time within six months after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within ten days of receipt of such notice such amounts as such Issuing Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Rate per annum. The determination by such Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.Section

Additional Payments. If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy): (i) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such Issuing Lender or participations therein purchased by any Lender; or (iii) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time within six months after the additional cost is incurred or the amount received is reduced, notify BorrowersCompany, and Borrowers Company shall pay within ten days of receipt of such notice such amounts as such Issuing Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Rate per annum. The determination by such Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Additional Payments. If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or (b) compliance by any Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (i) such Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 1.13, whether directly or by such being imposed on or suffered by such Issuing Lender Bank or any LenderBank; provided, however, that no payment shall be required to be made by the Borrower pursuant to this clause (i) with respect to changes in the rate of any tax on or measured by the net income of a Bank (including any franchise or similar tax so measured) pursuant to the income tax laws of the United States or of the jurisdiction in which it is incorporated or organized or the jurisdiction where such Bank's lending office is located; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 1.13, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender Bank or any LenderBank, then and in any such case such Issuing Lender Bank or such Lender mayBank shall, at any time within six months after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Borrower and Borrowers the Borrower shall pay within ten days of receipt of such notice 10 Business Days after demand such amounts as such Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender Bank or such Lender Bank for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to the rate applicable to Base Rate per annum. The determination Loans then in effect; provided that if any Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 1.13(H) in respect of any costs or other amounts resulting from or relating to such event, only be entitled to payment under this Section 1.13(H) for such costs or other amounts from and after the date 90 days prior to the date that such Bank does give such notice; and provided, further, that each Bank agrees that, as promptly as practicable after it becomes aware of the existence of the foregoing conditions, it will, to the extent not inconsistent with such Bank's internal policies or any legal or regulatory restrictions, use reasonable efforts to issue, make or maintain the affected Letter of Credit or purchase or maintain any participation therein through another lending office of such Bank if as a result thereof the additional moneys which would otherwise be required to be paid to compensate for such additional cost or reduced receipt with respect to such Letter of Credit pursuant to this Section 1.13(H) would be reduced and if, as determined by such Bank, in its reasonable discretion, the issuance, making or maintaining of such Letter of Credit or the purchasing or maintaining of any participation therein through such other lending office would not otherwise materially adversely affect such Letter of Credit or such Bank. Each Bank will furnish to the Borrower a certificate setting forth in reasonable detail the basis and amount of each request by such Bank for compensation under this Section 1.13(H). Determinations by any Bank for purposes of this Section 1.13(H), including of the effect of any regulatory change pursuant to Section 1.13(H) on its costs of making or maintaining Letters of Credit (or purchasing or maintaining participations therein), or on amounts receivable by it in respect of Letters of Credit, and of the amounts required to compensate such Bank under this Section 1.13(H), shall be made on a reasonable basis. A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Borrower and the Agent by that Issuing Lender Bank or any LenderBank, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or except for demonstrable error, be final and final, conclusive and binding on for all purposes. If any Bank shall be entitled to payments under this Section 1.13, such Bank, within a reasonable time after becoming entitled to such payments, shall (unless otherwise required by a governmental authority or as a result of any law, rule, regulation, order or similar directive applicable to such Bank) designate a different lending office from that initially selected by such Bank to which payments are to be made under this Agreement or under any Credit Document, if such designation would avoid the need for (or materially reduce the amount of) such payments and would not, in the reasonable opinion of the parties heretoBank, be otherwise disadvantageous to such Bank.

Additional Payments. If by reason of (ai) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (except for changes in each case other than any lawthe rate of tax on, regulationor determined by reference to, rule, decree the net income or regulatory requirement regarding capital adequacyprofits of such Lender or its Applicable Lending Office imposed by the jurisdiction in which it is organized or in which its principal office or Applicable Lending Office is located) or (bii) compliance by any Issuing Lender or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority imposed after the date hereof including, without limitation, Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):D: (iA) such Issuing Lender or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty or interest with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 2.14, whether directly or by such being imposed on or suffered by such Issuing Lender or any Lender; ; (iiB) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by such Issuing Lender or participations therein purchased by any Lender; or or (iiiC) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8Section 2.14, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to such Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowers, the Company and Borrowers the Company shall pay within ten days of receipt of such notice on demand such amounts as such Issuing Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such Lender on a net after-tax basis for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand demanded until payment in full thereof at a rate per annum equal at all times to the rate applicable to Base Rate per annumLoans then in effect. The determination A certificate in reasonable detail as to the amount of such increased cost or reduced receipt, submitted to the Company and the Agent by such that Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of except for manifest or demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Additional Payments. If IF by reason of of: (ai) any change after the date hereof in any applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (requirement, in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) or occurring after the Effective Date; or (bii) compliance by any the Issuing Lender Bank or any Lender Bank with any direction, request or requirement (whether or not having the force of law) of announced or issued after the Effective Date by any governmental or monetary authority imposed after the date hereof authority, including, without limitation, any announcements or issuances under Regulation D (but excluding, however, any direction, request or requirement regarding capital adequacy):of the Board of Governors of the Federal Reserve System; THEN: (i) such the Issuing Lender Bank or any Lender Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.8Section 2.10, whether directly or by such being imposed on or suffered by such the Issuing Lender Bank or any LenderBank; (ii) any reserve, deposit special deposit, premium, FDIC assessment, capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by such the Issuing Lender Bank or participations therein purchased by any LenderBank; or (iii) there shall be imposed on such the Issuing Lender Bank or any Lender Bank any other condition regarding this subsection 2.8Section 2.10, any Letter of Credit or any participation therein; and AND the result of the foregoing is to directly or indirectly increase the cost to such the Issuing Lender Bank or any Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by such the Issuing Lender Bank or any LenderBank, then THEN and in any such case such the Issuing Lender Bank or such Lender Bank may, at any time within six months a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowersthe Borrower and the Agent, and Borrowers the Borrower shall pay within ten days five Business Days of receipt the date of such notice such amounts as such the Issuing Lender Bank or such Lender Bank may specify to be necessary to compensate such Issuing Lender or such Lender for such additional cost or reduced receipt, together with interest on such amount from 10 days after the date of such demand until payment in full thereof at a rate equal at all times to the Base Rate per annum. The determination by such Issuing Lender or any Lender, as the case may be, of any amount due pursuant to this subsection 2.8H as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.necessary

Additional Payments. If by reason of subsequent to the date hereof (a) any change after the date hereof in applicable law, regulation, rule, treaty, decree or regulatory requirement requirements or any change after the date hereof in the interpretation or application thereof by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement (in each case other than any law, regulation, rule, decree or regulatory requirement regarding capital adequacy) Governmental Authority; or (b) compliance by any Issuing Lender or any the Lender with any directionchange in applicable guidelines, request directions, requests or requirement requirements (whether or not having the force of law) of any governmental Governmental Authority shall have the effect of: (i) increasing the cost to the Lender of continuing to provide or monetary authority imposed after maintain the date hereof Credit Facility (including, without limitation, Regulation D (but excluding, however, the costs of maintaining any direction, request reserve or requirement regarding capital adequacy): (i) such Issuing Lender special deposit or any Lender shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty similar requirements with respect to the maintenance this Agreement, or fulfillment of with respect to its obligations under this subsection 2.8, whether directly hereunder or by such being imposed on or suffered by such Issuing Lender or any Lenderthereunder); (ii) imposing on the Lender or expecting there to be maintained by the Lender any reserveadditional capital adequacy or additional capital requirement (including, deposit without limiting the generality of the foregoing, under any Capital Adequacy Guideline or similar any other requirement is or shall be applicable, imposed or modified which affects the Lender's allocation of capital resources to its obligations) in respect of the Lender's obligations hereunder; (iii) reducing any Letters of Credit issued amount paid or payable to the Lender under this Agreement in any amount it deems material; (iv) causing the Lender to make any payment or to forego any return, on a basis calculated by such Issuing reference to any amount received or receivable by the Lender or participations therein purchased by any Lenderunder this Agreement; or (iiiv) there shall be imposed on such Issuing Lender or any Lender any other condition regarding this subsection 2.8, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase reducing the cost effective return to the Lender under this Agreement or on the Lender's overall capital as a result of entering into this Agreement or as a result of any of the transactions or obligations contemplated by this Agreement (other than a reduction resulting from a generally applicable higher rate of tax imposed on the net income of the Lender) received or receivable by the Lender under this Agreement, the Borrower shall, subject to the terms and conditions hereof, pay such Issuing Lender or any Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce amount (the amount receivable in respect thereof by such Issuing Lender or any Lender, then and in any such case such Issuing Lender or such Lender may, at any time within six months after "Compensating Amount") as the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within ten days of receipt of such notice such amounts as such Issuing Lender or such Lender may specify to be necessary to compensate such Issuing Lender or such the Lender for and will indemnify the Lender against any such additional cost cost, reduction, payment or reduced receiptforegone return. The payment by the Borrower of such Compensating Amount is not, together with interest and shall not be deemed to be or construed as, a repayment on such amount from 10 days account of any Outstanding Principal Obligations. The Lender shall, forthwith after the date Lender becoming aware of such demand until payment the occurrence of an event having the effect set out in full thereof at a rate equal at all times (i), (ii), (iii), (iv), or (v) above entitling the Lender to the Base Rate per annum. The payment of a Compensating Amount and the Lender determining to claim such Compensating Amount (which determination by such Issuing the Lender or any Lendershall make without undue delay), as give notice to the case may be, Borrower of any amount due pursuant the Compensating Amount claimed with details of the events giving rise thereto and shall at that time provide to this subsection 2.8H as set forth in the Borrower a certificate setting forth the calculation thereof out in reasonable detail, shall, detail a calculation of the Compensating Amount claimed (and where appropriate the Lender's reasonable allocation to its Advances hereunder of Compensating Amounts with respect to the aggregate of such similar credits granted by the Lender affected by such event). The certificate of the Lender with respect to the Compensating Amount shall be final and conclusive in the absence of manifest or demonstrable error. The Borrower shall within fifteen days of receipt of such notice from the Lender pay to the Lender the Compensating Amount. The obligation to pay such a Compensating Amount for subsequent periods will continue, be final and conclusive and binding on all subject as herein provided, until the earlier of the parties heretopayment in full of the Obligations owed to the Lender and the lapse or cessation of the event giving rise to the Compensating Amount. The Lender shall notify the Borrower in writing as soon as reasonably possible of any such lapse or cessation.