Common use of Compensation for Increased Costs Clause in Contracts

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as such Lender in its reasonable judgment shall determine), as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.14 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine have reasonably determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Indemnified Tax, Excluded Taxes of such Lender, or any Indemnified Taxes Tax or Other Taxes indemnifiable under Section 2.16Tax) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; , (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Raterequirements); , or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining the Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon Lender within ten (10) Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.13(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.17 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty or governmental rule, regulation or order)order but excluding solely proposals thereof, or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with (B) any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in the case of each of clauses (A) and (B) that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) or any company controlling such Lender to any additional Tax (other than any (1) Indemnified Taxes, (2) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16and (3) Connection Income Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder thereunder, or its deposits, reserves, other liabilities or capital attributable thereto, or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate SOFR Loans that are reflected in the definition of “Adjusted LIBOR Rate)Term SOFR”) or any company controlling such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender or such Lender’s obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect theretothereto (whether of principal, interest or any other amount); then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, in a lump sum or otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket or the relevant off-shore interbank market for any Approved Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, this Section 2.19(a) shall not apply to any Taxes, which shall be governed by Section 2.20.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that after the date hereof any Lender shall determine (which determination shallchange occurs in any applicable law, absent manifest error, be final and conclusive and binding upon all parties hereto) that any lawregulation, treaty or governmental rule, regulation directive or orderinterpretation thereof by any authority charged with the administration or interpretation thereof, or any change therein or in condition is imposed by any authority after the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), date hereof or any determination of a court or governmental authority, change occurs in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date condition imposed by any central bank authority on or other governmental or quasi-governmental authority prior to the date hereof which: (whether or not having the force of law) (i1) subjects such any Lender (or its applicable lending office) to any additional Tax Tax, (other than any Excluded Taxes Tax measured by such Lender's net income) or changes the basis of taxation of any payments to any Lender on account of principal of or interest on any LIBOR Loan, the Note (to the extent the Note evidences a LIBOR Loan) or fees in respect of such Lender, 's obligation to make LIBOR Loans or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) other amounts payable with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender LIBOR Loans; or (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii2) imposes, modifies or holds determines applicable any reserve (including any marginalreserve, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement requirements against any assets held by, or deposits or other liabilities in, with or for the account of, or advances loans or loans by, or other credit extended by, or any other acquisition of funds commitments by, any office of such any Lender (other than any such reserve in connection with its LIBOR Loans to the extent the amount of which is in excess of, or other requirements with respect to LIBOR Rate Loans that are reflected was not applicable at the time of computation of, the amounts provided for in the definition of Adjusted such LIBOR Rate); or (3) affects the amount of capital required or expected to be maintained by banks generally or corporations controlling banks and any Lender determines that the amount by which it or any corporation controlling it is required or expected to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or of any Lender's Loans or Commitment hereunder; (iii4) imposes upon any Lender any other condition (other than with respect to a Tax matter) on or affecting such Lender (its LIBOR Loans or its applicable lending officeobligation to make LIBOR Loans; which, as a result thereof, (A) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase increases the cost to such any Lender of agreeing to make, making or maintaining its Loans hereunder or any of its Commitments hereunder, or (B) reduces the net amount of any payment received by any Lender in respect of its LIBOR Loans (whether of principal, interest, commitment fees or otherwise), or (C) requires any Lender to reduce make any payment on or calculated by reference to the gross amount of any sum received or receivable by such Lender (or it in respect of its applicable lending office) with respect thereto; thenLIBOR Loans, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional each case by an amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as which such Lender in its reasonable sole judgment deems material, then and in any such case the Borrower shall determine)pay to such Lender on demand such amount or amounts as will compensate such Lender for any increased cost, deduction or payment actually incurred or made by such Lender. The demand for payment by any Lender shall be delivered to the Agent and the Borrower and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon such Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such cost, reduction or payment and the manner in which such amount has been calculated. The statement of any Lender as may to the additional amounts payable pursuant to this Section 2.5(g) shall be conclusive evidence of the amounts due hereunder absent manifest error. The protection of this Section 2.5(g) shall be available to the Lenders regardless of any possible contention of invalidity or inapplicability of the relevant law, regulation, treaty, directive, condition or interpretation thereof. In the event that the Borrower pays any Lender the amount necessary to compensate such Lender on an after tax basis for any charge, deduction or payment incurred or made by such increased cost Lender as provided in this Section 2.5(g), and such charge, deduction or reduction in amounts received payment or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed any part thereof is subsequently returned to such Lender under this Section 2.15(aas a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, treaty, directive or condition, then such Lender shall remit to the Borrower the amount paid by the Borrower which has actually been returned to such Lender (together with any interest actually paid to such Lender on such returned amount), which statement shall be conclusive less such Lender's costs and binding upon all parties hereto absent manifest errorexpenses incurred in connection with such governmental regulation or any challenge made by such Lender with respect to its validity or applicability.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than nine months prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within nine months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-quasi governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, Lender or any Indemnified Taxes or Other Taxes indemnifiable under Tax that is the subject of Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment shall sole discretion may reasonably determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than 90 days prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such 90 day time limitation shall apply to such period of retroactivity, so long as such Lender under this Section 2.15(a), requests compensation within 90 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorsuch Lender obtained actual knowledge of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.17 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty or governmental rule, regulation or order)order but excluding solely proposals thereof, or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with (B) any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in the case of each of clauses (A) and (B) that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) or any company controlling such Lender to any additional Tax (other than any (1) Indemnified Taxes, (2) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16and (3) Connection Income Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of “Adjusted LIBOR Eurodollar Rate)”) or any company controlling such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, in a lump sum or otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to hereunder and any Tax incurred or payable by such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest erroras a result of the obligation of Company to pay such additional amounts.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR “Eurodollar Rate”); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than 270 days prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within 270 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.7(b) (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that if any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate“LIBOR”); or ; (iiiii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; or (iii) subjects any Lender or Administrative Agent to any Taxes (other than Indemnified Taxes, Taxes described under clauses (b) through (d) of Excluded Taxes and Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Lender or Administrative Agent of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) Administrative Agent with respect thereto; then, in any such case, Borrower shall promptly pay to such LenderLender or Administrative Agent, upon promptly and in any event within five Business Days of receipt of the statement referred to in the next sentenceSection 2.8(a), such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender or Administrative Agent in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender or Administrative Agent on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Borrower shall not be required to compensate a Lender shall deliver or Administrative Agent pursuant to this Section 2.7(a) for any increased cost or reduction in respect of a period occurring more than 270 days prior to the date on which such Lender or Administrative Agent notifies Borrower (with a copy to of such Change in Law and such Lender’s or Administrative Agent) a written statement’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within 270 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender ; provided that Borrower shall deliver not be obligated to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the pay such additional amounts owed to the extent such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest erroradditional amounts are incurred more than six (6) months prior to the giving of such statement.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16withholding tax with respect to which subsection 2.7B applies) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder (including with respect to maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay pay, on a joint and several basis, to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of Agreement, the other Credit Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder or thereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable applicable, in the opinion of such Lender, any reserve (including any marginal, emergency, supplemental, special or other material reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any tax incurred or payable by such Lender as a result of the obligation of Company to pay such additional amounts. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than nine months prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within nine months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including including, notwithstanding anything herein to the introduction contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith regardless of any new lawthe date enacted, treaty adopted or governmental rule, regulation or orderissued (but only to the extent actually implemented)), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of lawlaw and including all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, regardless of the date enacted, adopted or issued (but only to the extent actually implemented)): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, this Section 2.19(a) shall not apply to any Excluded Taxes or Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.14 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine have reasonably determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Indemnified Tax, Excluded Taxes of such Lender, or any Indemnified Taxes Tax or Other Taxes indemnifiable under Section 2.16Tax) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; , (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected set forth in the definition of Adjusted LIBOR Rate); , or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining the Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon Lender within ten (10) Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.13(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest demonstrable error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Original Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Original Closing Date by any central bank or other governmental or quasi-quasi governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under covered by Section 2.162.20, any Excluded Taxes, any Taxes in clauses (a) or (c) or (d) of the definition of Overall Net Income Taxes and any Taxes excluded from Section 2.20 by the last sentence of Section 2.20(f) or 2.20(h)) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than (x) any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR RateEurocurrency Rate and (y) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth in clause (iii) below); (iii) results in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or (iiiiv) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Parent Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Parent Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; , then, in any such case, Borrower shall promptly pay from time to time, within five Business Days after receipt from such Lender, upon receipt Lender of the statement referred to in the next sentencesubsection 2.8A, Company shall pay such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to hereunder and any tax incurred or payable by such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest erroras a result of the obligation of Company to pay such additional amounts.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine in good faith in its reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Indemnified Taxes (to the extent governed by Section 2.7B) and any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans made by it that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London applicable interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this subsection 2.7A shall deliver not constitute a waiver of such Lender’s right to demand such compensation; provided no Borrower (with shall be required to compensate a copy Lender pursuant to Administrative Agent) this subsection 2.7A for any increased cost or reduction in respect of a written statementperiod occurring more than nine months prior to the date on which such Lender notifies the applicable Borrower of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within nine months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.4B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16withholding tax with respect to which subsection 2.7B applies) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Letter of Credit Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Revolving Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay pay, on a joint and several basis, to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate such Lender became a Lender, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLIBOR); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender ; provided that Company shall deliver not be obligated to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the pay such additional amounts owed to the extent such additional amounts are incurred more than nine (9) months prior to the giving of such statement; provided, further, that, if such law, rule, regulation, order, guideline, request or other legal requirement giving rise to such Lender under this Section 2.15(a)increased costs or reductions is retroactive, which statement then the nine (9) month period referred to above shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLIBOR); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such ; provided that Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection for any increased cost or reduction in respect of a copy period occurring more than six months prior to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating date that such Lender notifies Company of such Lender’s intention to claim compensation therefor unless the additional amounts owed circumstances giving rise to such increased cost or reduction became applicable retroactively, in which case no such time limitation shall apply so long as such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errorrequests compensation within six months from the date such circumstances become applicable.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of Agreement, the other Credit Loan Documents or any of its obligations hereunder or thereunder (including with respect to issuing or maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder or thereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable applicable, in the opinion of such Lender, any reserve (including any marginal, emergency, supplemental, special or other material reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such LenderLender (without duplication of amounts payable to such Lender under subsection 2.7B), upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than nine months prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within nine months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of Agreement, the other Credit Loan Documents or any of its obligations hereunder or thereunder (including with respect to issuing or maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder or thereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable applicable, in the opinion of such Lender, any reserve (including any marginal, emergency, supplemental, special or other material reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any tax incurred or payable by such Lender as a result of the obligation of Company to pay such additional amounts. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than nine months prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within nine months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes, which shall be governed solely by subsection 2.7B) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that after the date hereof any Lender shall determine (which determination shallchange occurs in any applicable law, absent manifest error, be final and conclusive and binding upon all parties hereto) that any lawregulation, treaty or governmental rule, regulation directive or orderinterpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, or any change therein or in condition is imposed by any Governmental Authority after the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), date hereof or any determination of a court or governmental authority, change occurs in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date condition imposed by any central bank Governmental Authority on or other governmental or quasi-governmental authority (whether or not having prior to the force of law) date hereof which: (i) subjects such Subjects any Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Tax measured by a Lender's net income or gross revenues), or changes the basis of taxation of any Indemnified Taxes payments to any Lender on account of principal of or Other Taxes indemnifiable under Section 2.16interest on any LIBOR Loan, the Notes (to the extent the Notes evidence a LIBOR Loan) or fees in respect of the Lender's obligation to make LIBOR Loans or other amounts payable with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunderLIBOR Loans; or (ii) imposesImposes, modifies or holds determines to be applicable any reserve (including any marginalreserve, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement requirements against any assets held by, or deposits or other liabilities in, with or for the account of, or advances loans or loans by, or other credit extended by, or any other acquisition of funds commitments by, any office of such the Lender (other than any such reserve in connection with its LIBOR Loans to the extent the amount of which is in excess of, or other requirements with respect to LIBOR Rate Loans that are reflected was not applicable at the time of computation of, the amounts provided for in the definition of Adjusted such LIBOR Rate)Loan; or or (iii) imposes Affects the amount of capital required to be maintained by banks generally or corporations controlling banks and any Lender determines the amount by which the Lender or any corporation controlling the Lender is required to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or of the Lender's LIBOR Loans or commitment to make LIBOR Loans hereunder; (iv) Imposes upon any Lender any other condition (other than with respect to a Tax matter) on or affecting such Lender (its LIBOR Loans or its applicable lending officecommitment to make LIBOR Loans; which, as a result thereof, (1) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase increases the cost to such any Lender of agreeing to make, making or maintaining its Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending officecommitment to lend hereunder, or (2) with reduces the net amount of any payment received by any Lender in respect thereto; thenof its Loans (whether of principal, interest, commitment fees or otherwise), or (3) requires the Lender to make any payment on or calculated by reference to the gross amount of any sum received by it in respect of its LIBOR Loans, in each case by a material amount, then and in any such case, case Borrower shall promptly pay to Agent for the account of such Lender on demand such amount or amounts as will compensate such Lender for any increased cost, deduction or payment actually incurred or made by such Lender. The demand for payment by any Lender shall be delivered to both Agent and Borrower and shall state the subjection or change which occurred or the Tax, reserve, deposit or capital requirements or other conditions which have been imposed upon such Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such cost, reduction or payment and the manner in which such amount has been calculated. Any such demand for payment shall be accompanied by an Officer's Certificate from the affected Lenders stating that the amount assessed against Borrower with respect to such Lender, upon receipt 's LIBOR Loans is not greater than Borrower's pro rata share of the statement amount assessed against all such Lender's LIBOR Loans (such pro rata share equaling a fraction whose numerator is the aggregate amount of Borrower's LIBOR Loans from such Lender and whose denominator is total amount of all such Lender's LIBOR Loans that are subject to the increased costs, reduction in payment or additional payment referred to in the next sentence, such additional amount or amounts clauses (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as such Lender in its reasonable judgment shall determine1), (2) or (3) above). The statement of any Lender as may to the additional amounts payable pursuant to this Section 2.5(d) shall be, absent manifest error, prima facie evidence of the amounts due hereunder. The protection of this Section 2.5(d) shall be available to each Lender regardless of any possible contention of invalidity or inapplicability of the relevant law, regulation, treaty, directive, condition or interpretation thereof provided that no amount shall be owing under this Section 2.5(d) to the extent it is caused or triggered by such Lender's negligence or willful misconduct. In the event that Borrower pays any Lender the amount necessary to compensate such Lender on an after tax basis for any charge, deduction or payment incurred or made by such increased cost Lender as provided in this Section 2.5(d) and such charge, deduction or reduction in amounts received payment or receivable hereunder. Such any part thereof is subsequently returned to the Lender as a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, treaty, directive or condition, then such Lender shall deliver remit to Borrower the amount paid by Borrower which has actually been returned to the Lender (together with a copy any interest actually paid to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed Lender on such returned amount). Borrower shall not be obligated to such Lender pay any amount under this Section 2.15(a), 2.5(d) with respect to any Applicable Interest Period prior to the Applicable Interest Period during which statement the affected Lender provides notice to Borrower that such additional payment shall be conclusive and binding upon all parties hereto absent manifest errorassessed.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.18(a)) shall determine (which determination shall, shall be conclusive and binding on all parties hereto absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) (iprovided that for purposes of this Agreement, (x) subjects such Lender the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its applicable lending officeany successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to any additional Tax Basel III, shall in each case be deemed to have been adopted and become effective after the date hereof): (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (iii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of the term “Adjusted LIBOR Eurodollar Rate”); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems material, of agreeing to make, making or maintaining Eurodollar Rate Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, each applicable Borrower shall promptly pay to such Lender, upon within 15 Business Days following receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder; provided that such Lender shall be entitled to request compensation pursuant to this Section 2.18(a) only to the extent it is the general practice or policy of such Lender to request such compensation from other borrowers under comparable facilities under similar circumstances (and such Lender so certifies to the Company). Such Lender shall deliver to Borrower the Company (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating and calculation of the additional amounts owed to such Lender under this Section 2.15(a2.18(a), which statement shall be conclusive and binding upon on all parties hereto absent manifest error. Notwithstanding the foregoing, the Company shall not be required to compensate a Lender pursuant to this Section 2.18(a) for any amounts incurred more than 90 days prior to the date that such Lender notifies the Company of such Lender’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such 90 day period shall be extended to include the period of such retroactive effect.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than 270 days prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within 270 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or orderorder and all governmental rules, regulations and orders under, issued in connection with or in implementation of the Dxxx Xxxxx Wall Street Reform and Consumer Protection Act), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket or the relevant off-shore interbank market for any Approved Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, this Section 2.19(a) shall not apply to any Taxes, which shall be governed by Section 2.20.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes, determined without regard to the exclusions contained in the definition of Taxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that after the date hereof any Lender shall determine (which determination shallchange occurs in any applicable law, absent manifest error, be final and conclusive and binding upon all parties hereto) that any lawregulation, treaty or governmental rule, regulation directive or orderinterpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, or any change therein or in condition is imposed by any Governmental Authority after the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), date hereof or any determination of a court or governmental authority, change occurs in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date condition imposed by any central bank Governmental Authority on or other governmental or quasi-governmental authority prior to the date hereof which: (whether or not having the force of law) (i1) subjects such any Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes Tax measured by such Lender's net or gross income), or changes the basis of taxation of any payments to any Lender on account of principal of or interest on any Offshore Related Rate Loan or Long Term Rate Loan or fees in respect of such Lender, 's obligation to make Long Term Rate Loans or any Indemnified Taxes Offshore Related Rate Loans or Other Taxes indemnifiable under Section 2.16) other amounts payable with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Loans; or (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii2) imposes, modifies or holds determines applicable any reserve (including any marginalreserve, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement requirements against any assets held by, or deposits or other liabilities in, with or for the account of, or advances loans or loans commitments by, the relevant office of any Lender in connection with its Long Term Rate Loans or other credit extended byOffshore Related Rate Loans to the extent the amount of which is in excess of, or any other acquisition was not applicable at the time of funds bycomputation of, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected the amounts provided for in the definition of Adjusted LIBOR such Long Term Rate or Offshore Related Rate; or (3) affects the amount of capital required or expected to be maintained by banks generally or corporations controlling banks and any Lender determines that the amount by which it or any corporation controlling it is required or expected to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or of any Lender's Loans or Commitments hereunder; (4) imposes upon any Lender any other condition with respect to its Offshore Loans or its obligation to make Long Term Rate or Offshore Related Rate Loans; which, as a result thereof, (i) increases the cost to any Lender of making or maintaining its Loans or its Commitments hereunder, or (ii) reduces the net amount of any payment received by any Lender in respect of its Long Term Rate Loans or Offshore Related Rate Loans (whether of principal, interest, commitment fees or otherwise); , or (iii) imposes requires any other condition (other than with respect Lender to a Tax matter) make any payment on or affecting such Lender (or its applicable lending office) or its obligations hereunder or calculated by reference to the London interbank market; and the result gross amount of any sum received by it in respect of the foregoing is to increase the cost to such Lender of agreeing to make, making its Long Term Rate or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; thenOffshore Related Rate Loans, in each case by an amount which any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as such Lender in its reasonable judgment deems material, then and in any such case Borrowers shall determine)pay to Agent for the account of such Lender on demand such amount or amounts as will compensate such Lender for any increased cost, deduction or payment actually incurred or made by such Lender, PROVIDED, HOWEVER, Borrowers shall not be obligated for amounts hereunder unless, within 60 days after learning thereof any such Lender shall have advised Borrowers of the subjection, change, requirement or other condition forming the basis for such Lender's request for additional payment hereunder. If Borrowers are advised of any such subjection, change, requirement or other condition prior to the expiration of an Applicable Interest Period for any Long Term Rate Loan or Offshore Related Rate Loan, Borrowers may elect to prepay the Long Term Rate Loan or Offshore Related Rate Loan, as may applicable, without penalty or premium if such prepayment would reduce or eliminate the amounts which Borrowers would otherwise be obligated to pay any Lender under the terms of this Section. The demand for payment by any Lender shall be delivered to both Agent and Borrowers and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon such Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such cost, reduction or payment and the manner in which such amount has been calculated. The protection of this Section shall be available to each Lender regardless of any possible contention of invalidity or inapplicability of the relevant law, regulation, treaty, directive, condition or interpretation thereof. In the event that Borrowers pay any Lender the amount necessary to compensate such Lender on an after tax basis for any charge, deduction or payment incurred or made by such increased cost Lender as provided in this Section, and such charge, deduction or reduction in amounts received payment or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed any part thereof is subsequently returned to such Lender under this Section 2.15(aas a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, treaty, directive or condition, then such Lender shall remit to Borrowers the amount paid by Borrowers which has actually been returned to such Lender (together with any interest actually paid to such Lender on such returned amount), which statement shall be conclusive less such Lender's costs and binding upon all parties hereto absent manifest errorexpenses incurred in connection with such governmental regulation or any challenge made by such Lender with respect to its validity or applicability.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.6B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16withholding tax with respect to which subsection 2.6B applies) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder (including with respect to maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate)Lender; or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay pay, on a joint and several basis, to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.7A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including the Issuing Lender) shall reasonably determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR (a) Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate or (b) LIBO Rate Loans that are reflected in the definition of LIBO Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers’ Agent shall and shall cause the other Borrowers to promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the hereunder and additional amounts owed to the extent necessary to take into account any taxes (including for these purposes any income, recordation, mortgage, stamp or documentary taxes) such Lender under this Section 2.15(amay incur as a result of such additional amounts), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate such Lender became a Lender, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date such Lender became a Lender hereunder by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLIBOR); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender ; PROVIDED that Company shall deliver not be obligated to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the pay such additional amounts owed to the extent such additional amounts are incurred more than nine (9) months prior to the giving of such statement; provided, further, that, if such law, rule, regulation, order, guideline, request or other legal requirement giving rise to such Lender under this Section 2.15(a)increased costs or reductions is retroactive, which statement then the nine (9) month period referred to above shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencebelow, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a)subsection 2.7A, which statement shall be conclusive and binding upon all parties hereto in respect of such amounts, absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), If any Change in the event that any Lender shall determine (which determination Law shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) : (i) subjects such Lender (impose, modify or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds deem applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held byof, or deposits or other liabilities in, with or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds participated in by, any office of such Lender (other than except any such reserve or other requirements with respect to LIBOR Rate Loans that are requirement reflected in the definition of Adjusted LIBOR Rate); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or or (iii) imposes impose on any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of agreeing to makemaking, making converting to, continuing or maintaining Loans hereunder any Loan or of maintaining its obligation to make any such Loan, or to increase the cost of such Lender, or to reduce the amount of any amount sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or its applicable lending officeany other amount) with respect thereto; then, in any upon request of such caseLender or such other Recipient, Borrower shall promptly will pay to such LenderLender or other Recipient, upon receipt of as the statement referred to in the next sentencecase may be, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as such Lender in its reasonable judgment shall determine), as may be necessary to will compensate such Lender on an after tax basis or other Recipient, as the case may be, for any such increased cost additional costs incurred or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errorsuffered.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including the Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Borrower shall not be required to compensate a Lender shall deliver pursuant to this subsection 2.7A for any increased cost or reduction in respect of a period occurring more than six months prior to the date on which such Lender notifies Borrower (with a copy of such Change in Law and such Lender’s intention to Administrative Agent) a written statementclaim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within six months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencebelow, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a)subsection 2.7A, which statement shall be conclusive and binding upon all parties hereto in respect of such amounts, absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder (including with respect to maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect theretoCommitments; then, in any such case, the Borrower shall promptly promptly, and in any event within ten (10) Business Days, pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment shall sole discretion may reasonably determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such The Borrower shall not be required to compensate a Lender shall deliver pursuant to this subsection 2.7A for any increased cost or reduction in respect of a period occurring more than 180 days prior to the date on which such Lender notifies the Borrower (with a copy of such Change in Law and such Lender’s intention to Administrative Agent) a written statementclaim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such 180 day time limitation shall apply to such period of retroactivity, so long as such Lender under this Section 2.15(a), requests compensation within 180 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including including, notwithstanding anything herein to the introduction contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith regardless of any new lawthe date enacted, treaty adopted or governmental rule, regulation or orderissued (but only to the extent actually implemented)), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental quasi‑governmental authority (whether or not having the force of lawlaw and including all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, regardless of the date enacted, adopted or issued (but only to the extent actually implemented)): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket or the relevant off-shore interbank market for any Approved Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, this Section 2.19(a) shall not apply to any Taxes, which shall be governed by Section 2.20.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender shall determine have reasonably determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Indemnified Tax or Excluded Taxes of such LenderTax) on its loans, loan principal, commitments, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (obligations, or its applicable lending office) of principaldeposits, interestreserves, fees other liabilities or any other amount payable hereunder; capital attributable thereto, (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Raterequirements); , or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining the Loans 40 hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon Lender within ten (10) Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.13(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of Agreement, the other Credit Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder or thereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable applicable, in the opinion of such Lender, any reserve (including any marginal, emergency, supplemental, special or other material reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate)Lender; or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Holdings shall promptly pay to such LenderLender (without duplication of amounts payable to such Lender under subsection 2.7B), upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Holdings shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than nine months prior to Administrative Agent) a written statementthe date on which such Lender notifies Holdings of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within nine months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender ; provided that Company shall deliver not be obligated to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the pay such additional amounts owed to the extent such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest erroradditional amounts are incurred more than nine (9) months prior to the giving of such statement.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate such Lender became a Lender, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLIBOR); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender ; provided that Company shall deliver not be obligated to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the pay such additional amounts owed to the extent such additional amounts are incurred more than nine (9) months prior to the giving of such statement; provided, further, that, if such law, rule, regulation, order, guideline, request or other legal requirement giving rise to such Lender under this Section 2.15(a)increased costs or reductions is retroactive, which statement then the nine (9) month period referred to above shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Date (or, in respect of the Supplemental Term B Loan or the Supplemental Canadian Dollar Term B Loan of any Lender, the Restatement Date), or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date (or, in respect of the Supplemental Term B Loan or the Supplemental Canadian Dollar Term B Loan of any Lender, the Restatement Date) by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London or Canadian interbank marketmarkets; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay pay, on a joint and several basis, to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including the Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment shall sole discretion may reasonably determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such The Borrower shall not be required to compensate a Lender shall deliver pursuant to this subsection 2.7A for any increased cost or reduction in respect of a period occurring more than 180 days prior to the date on which such Lender notifies the Borrower (with a copy of such Change in Law and such Lender’s intention to Administrative Agent) a written statementclaim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such 180 day time limitation shall apply to such period of retroactivity, so long as such Lender under this Section 2.15(a), requests compensation within 180 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed Lender of such Change in Law.

Compensation for Increased Costs. Subject In the event that after the date hereof any change occurs in any applicable law, regulation, guideline, treaty or directive or interpretation thereof by any authority charged with the administration or interpretation thereof, or any condition is imposed by any authority after the date hereof or any change occurs in any condition imposed by any authority on or prior to the provisions date hereof which: (a) subjects any Lender to any Tax, or changes the basis of Section 2.16 taxation of any payments to any Lender on account of principal of or interest on any LIBOR Loan, such Lender's Committed or Bid Loan Note (which shall be controlling to the extent such Notes evidence LIBOR Loans) or other amounts payable with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) (i) subjects such Lender (or its applicable lending office) to any additional Tax LIBOR Loans (other than any Excluded Taxes a change in the rate of tax based solely on the overall net or gross income of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender ); or (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (iib) imposes, modifies or holds determines applicable any reserve (including any marginalreserve, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement requirements against any assets held by, or deposits or other liabilities in, with or for the account of, or advances loans or loans by, or other credit extended by, or any other acquisition of funds commitments by, any office of such any Lender (other than any such reserve in connection with its LIBOR Loans to the extent the amount of which is in excess of, or other requirements with respect to LIBOR Rate Loans that are reflected was not applicable at the time of computation of, the amounts provided for in the definition of Adjusted LIBOR Rate; or (c) affects the amount of capital required or expected to be maintained by banks generally or corporations controlling banks and any Lender determines the amount by which such Lender or any corporation controlling such Lender is required or expected to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or of such Lender's Loans or Commitments hereunder (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the commitments hereunder do not constitute commitments with an original maturity date of one year or less); (d) imposes upon any Lender any other condition with respect to its LIBOR Loans or its obligation to make LIBOR Loans; which, as a result thereof, (i) increases the cost to any Lender of making or maintaining its LIBOR Loans or its Commitments hereunder, or (ii) reduces the net amount of any payment received by any Lender in respect of its LIBOR Loans (whether of principal, interest, commitment fees or otherwise), or (iii) imposes requires any other condition (other than with respect Lender to a Tax matter) make any payment on or affecting such Lender (or its applicable lending office) or its obligations hereunder or calculated by reference to the London interbank market; and the result gross amount of any sum received by it in respect of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; thenLIBOR Loans, in each case by an amount which any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as such Lender in its reasonable sole judgment deems material, then and in any such case the Borrower shall determine)pay to the Agent for the account of such Lender on demand such amount or amounts as will compensate such Lender (on an after-tax basis) for any increased cost, deduction or payment actually incurred or made by such Lender. The demand for payment by any Lender shall be delivered to both the Agent and the Borrower and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon such Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such cost, reduction or payment and the manner in which such amount has been calculated. The statement of any Lender as may to the additional amounts payable pursuant to this Section 2.10 shall be PRIMA FACIE evidence of the amounts payable hereunder. The protection of this Section 2.10 shall be available to each Lender regardless of any possible contention of invalidity or inapplicability of the relevant law, regulation, guideline, treaty, directive, condition or interpretation thereof. In the event that the Borrower pays any Lender the amount necessary to compensate such Lender on an after tax basis for any charge, deduction or payment incurred or made by such increased cost Lender as provided in this Section 2.10, and such charge, deduction or reduction in amounts received payment or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed any part thereof is subsequently returned to such Lender under this Section 2.15(aas a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, guideline, treaty, directive or condition, then such Lender shall remit to the Borrower the amount paid by the Borrower which has actually been returned to such Lender (together with any interest actually paid to Lender on such returned amount), which statement shall be conclusive less such Lender's costs and binding upon all parties hereto absent manifest errorexpenses incurred in connection with such governmental regulation or any challenge made by such Lender with respect to its validity or applicability.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender ; provided that Borrower shall deliver not be obligated to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the pay such additional amounts owed to the extent such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest erroradditional amounts are incurred more than six (6) months prior to the giving of such statement.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.14 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine have reasonably determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Indemnified Tax, Excluded Taxes of such Lender, or any Indemnified Taxes Tax or Other Taxes indemnifiable under Section 2.16Tax) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; , (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected set forth in the definition of Adjusted LIBOR Rate); , or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining the Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower the BorrowerBorrowers shall promptly pay to such Lender, upon Lender within ten (10) Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder; provided that the BorrowerBorrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the BorrowerBorrowers of the change in law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to Borrower the BorrowerBorrowers (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.13(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.6B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate)Lender; or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder its Commitment (in the case of the Initial Lender) or its Loan (in the case of each Lender) or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencebelow, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a)2.6A, which statement shall be conclusive and binding upon all parties hereto in respect of such amounts, absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), If any Change in the event that any Lender shall determine (which determination Law shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) : (i) subjects such Lender (impose, modify or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds deem applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held byof, or deposits or other liabilities in, with or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds participated in by, any office of such Lender (other than except (A) any such reserve or other requirements with respect to LIBOR Rate Loans that are requirement reflected in the definition of Adjusted LIBOR RateEurodollar Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the Issuing Bank; (ii) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed by Section 2.36); or ; (iii) imposes result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any other condition Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurodollar Rate Loans; or (other than with respect to a Tax matteriv) impose on any Lender or affecting such Lender (or its applicable lending office) or its obligations hereunder the Issuing Bank or the London interbank market; market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any amount sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or its any other amount), then upon request of such Lender or the Issuing Bank, the applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly will pay to such LenderLender or the Issuing Bank, upon receipt of as the statement referred to in the next sentencecase may be, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as such Lender in its reasonable judgment shall determine), as may be necessary to will compensate such Lender on an after tax basis or the Issuing Bank, as the case may be, for any such increased cost additional costs incurred or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errorsuffered.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such ; provided that Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection for any increased cost in respect of a copy period occurring more than 180 days prior to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating date that such Lender notifies Company of such Lender's intention to claim compensation therefor unless the additional amounts owed circumstances giving rise to such increased cost become applicable retroactively, in which case no such time limit shall apply so long as such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errorrequests compensation within 180 days from the date such circumstances become applicable.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such ; provided that Company shall not be -------- required to compensate a Lender shall deliver pursuant to Borrower (with this subsection for any increased cost or reduction in respect of a copy period occurring more than six months prior to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating date that such Lender notifies Company of such Lender's intention to claim compensation therefor unless the additional amounts owed circumstances giving rise to such increased cost or reduction became applicable retroactively, in which case no such time limitation shall apply so long as such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errorrequests compensation within six months from the date such circumstances become applicable.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including including, notwithstanding anything herein to the introduction contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith regardless of any new lawthe date enacted, treaty adopted or governmental rule, regulation or orderissued (but only to the extent actually implemented)), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental quasi‑governmental authority (whether or not having the force of lawlaw and including all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, regardless of the date enacted, adopted or issued (but only to the extent actually implemented)): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket or the relevant off-shore interbank market for any Approved Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable NY\5627635.16 Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, this Section 2.19(a) shall not apply to any Taxes, which shall be governed by Section 2.20.

Compensation for Increased Costs. Subject to Except for Indemnified Taxes covered by Section 2.19 and the provisions of Section 2.16 (which shall be controlling with respect to imposition of, or any change in the matters covered thereby)rate of, any Excluded Taxes payable by any Lender, in the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.18(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Eurodollar Rate Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect theretothereto by an amount that such Lender deems to be material; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating and calculation of the additional amounts owed to such Lender under this Section 2.15(a2.18(a) (and including a statement that compensation for such additional amounts is being sought under policies or procedures of general applicability maintained by such Lender), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 4(t) (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i1) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees premium or any other amount payable hereunder; ; (ii2) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender Lender; or (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or (iii3) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower the Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentenceSection 4(u), such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including including, notwithstanding anything herein to the introduction contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith regardless of any new lawthe date enacted, treaty adopted or governmental rule, regulation or orderissued (but only to the extent actually implemented)), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of lawlaw and including all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, regardless of the date enacted, adopted or issued (but only to the extent actually implemented)): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket or the relevant off-shore interbank market for any Approved Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, this Section 2.19(a) shall not apply to any Excluded Taxes or Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder (including with respect to maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject In the event that after the date hereof any change occurs in any applicable law, regulation, guideline, treaty or directive or interpretation thereof by any authority charged with the administration or interpretation thereof or in any applicable condition imposed by any such authority, or any condition is imposed by any authority after the date hereof which: (a) subjects any Lender to any Tax, or changes the basis of taxation of any payments to any Lender on account of principal of or interest on any LIBOR Rate Loan, such Lender's Note (to the provisions of Section 2.16 (which shall be controlling extent such Note evidences LIBOR Rate Loans) or other amounts payable with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) (i) subjects such Lender (or its applicable lending office) to any additional Tax LIBOR Rate Loans (other than any Excluded a change in the rate of Taxes based solely on the overall net or gross income of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender ); or (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (iib) imposes, modifies or holds determines applicable any reserve (including any marginalreserve, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement requirements against any assets held by, or deposits or other liabilities in, with or for the account of, or advances loans or loans by, or other credit extended by, or any other acquisition of funds commitments by, any office of such any Lender (other than any such reserve or other requirements in connection with respect to its LIBOR Rate Loans that are reflected to the extent the amount of which is in excess of, or was not applicable at the time of computation of, the amounts provided for in the definition of Adjusted the related LIBOR Rate; or (c) affects the amount of capital required to be maintained by banks generally or by corporations controlling banks and any Lender determines that the amount by which such Lender or any corporation controlling such Lender is required or expected to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or of such Lender's Loans or Commitment hereunder; (d) imposes upon any Lender any other condition with respect to its LIBOR Rate Loans or its obligation to make LIBOR Rate Loans; which, as a result thereof, (i) increases the cost to any Lender of making or maintaining its Loans or its Commitment hereunder, or (ii) reduces the net amount of any payment received by any Lender in respect of its Loans (whether of principal, interest, commitment fees or otherwise); , or (iii) imposes requires any other condition (other than with respect Lender to a Tax matter) make any payment on or affecting such Lender (or its applicable lending office) or its obligations hereunder or calculated by reference to the London interbank market; and the result gross amount of any sum received by it in respect of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; thenLoans, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional each case by an amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as which such Lender in its reasonable sole judgment deems material, then and in such case Borrower shall determine)pay to Agent for the account of such Lender on demand such amount or amounts as will compensate such Lender (on an after-tax basis) for any increased cost, deduction or payment actually incurred or made by such Lender. The demand for payment by any Lender shall be delivered to both Agent and Borrower and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon such Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such cost, reduction or payment and the manner in which such amount has been calculated. The statement of any Lender as may to the additional amounts payable pursuant to this Section 2.8 shall be prima facie evidence of the amounts payable hereunder provided, however, that the Borrower shall not be liable for any such amount attributable to any period prior to the date one hundred eighty (180) days prior to the date that any officer at such Lender knew or reasonably should have known of such claim for reimbursement or compensation. The protection of this Section 2.8 shall be available to each Lender regardless of any possible contention of invalidity or inapplicability of the relevant law, regulation, guideline, treaty, directive, condition or interpretation thereof. In the event that Borrower pays any Lender the amount necessary to compensate such Lender on an after tax basis for any charge, deduction or payment incurred or made by such increased cost Lender as provided in this Section 2.8, and such charge, deduction or reduction in amounts received payment or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed any part thereof is subsequently returned to such Lender under this Section 2.15(aas a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, guideline, treaty, directive or condition, then such Lender shall remit to Borrower the amount paid by Borrower which has actually been returned to such Lender (together with any interest actually paid to Lender on such returned amount), which statement shall be conclusive less Borrower's pro rata share of such Lender's costs and binding upon all parties hereto absent manifest errorexpenses incurred in connection with such governmental regulation or any challenge made by such Lender with respect to its validity or applicability.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including including, notwithstanding anything herein to the introduction contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith regardless of any new lawthe date enacted, treaty adopted or governmental rule, regulation or orderissued (but only to the extent actually implemented)), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-quasi- governmental authority (whether or not having the force of lawlaw and including all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, regardless of the date enacted, adopted or issued (but only to the extent actually implemented)): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, this Section 2.19(a) shall not apply to any Excluded Taxes or Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Second Amendment Effective Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Second Amendment Effective Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of Agreement, the other Credit Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder or thereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable applicable, in the opinion of such Lender, any reserve (including any marginal, emergency, supplemental, special or other material reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such LenderLender (without duplication of amounts payable to such Lender under subsection 2.7B), upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than nine months prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within nine months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any DIP Lender (including any Issuing DIP Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such DIP Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such DIP Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such DIP Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; or (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketDIP Lender; and the result of any of the foregoing is to increase the cost to such DIP Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such DIP Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay to such DIP Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender DIP Lender, in its reasonable judgment sole discretion, shall determine), ) as may be necessary to compensate such DIP Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Restatement Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Restatement Date by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London or Canadian interbank marketmarkets; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject In the event that after the date hereof any change occurs in any applicable law, regulation, guideline, treaty or directive or interpretation thereof by any authority charged with the administration or interpretation thereof, or any condition is imposed by any authority after the date hereof or any change occurs in any condition imposed by any authority on or prior to the provisions date hereof which: (a) subjects any Lender to any Tax, or changes the basis of Section 2.16 taxation of any payments to any Lender on account of principal of or interest on any LIBOR Loan, such Lender's Committed or Bid Loan Note (which shall be controlling to the extent such Notes evidence LIBOR Loans) or other amounts payable with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) (i) subjects such Lender (or its applicable lending office) to any additional Tax LIBOR Loans (other than any Excluded Taxes a change in the rate of tax based solely on the overall net or gross income of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender ); or (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (iib) imposes, modifies or holds determines applicable any reserve (including any marginalreserve, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement requirements against any assets held by, or deposits or other liabilities in, with or for the account of, or advances loans or loans by, or other credit extended by, or any other acquisition of funds commitments by, any office of such any Lender (other than any such reserve in connection with its LIBOR Loans to the extent the amount of which is in excess of, or other requirements with respect to LIBOR Rate Loans that are reflected was not applicable at the time of computation of, the amounts provided for in the definition of Adjusted LIBOR Rate); or (c) affects the amount of capital required or expected to be maintained by banks generally or corporations controlling banks and any Lender determines the amount by which such Lender or any corporation controlling such Lender is required or expected to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or of such Lender's Loans or Commitments hereunder; (iiid) imposes upon any Lender any other condition (other than with respect to a Tax matter) on or affecting such Lender (its LIBOR Loans or its applicable lending officeobligation to make LIBOR Loans; which, as a result thereof, (i) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase increases the cost to such any Lender of agreeing to make, making or maintaining its LIBOR Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate ofCommitments hereunder, or a different method (ii) reduces the net amount of calculatingany payment received by any Lender in respect of its LIBOR Loans (whether of principal, interest interest, commitment fees or otherwise, as such Lender in its reasonable judgment shall determine), as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.or

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Third Restatement Effective Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Third Restatement Effective Date by any central bank or other governmental or quasi-quasi governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, Lender or any Indemnified Taxes or Other Taxes indemnifiable under Tax that is the subject of Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLIBOR); or or (iii) imposes any other condition (other than with respect to a Tax mattertaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or orderorder and all governmental rules, regulations and orders under, issued in connection with or in implementation of the Dodx Xxxxx Xxll Street Reform and Consumer Protection Act), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket or the relevant off-shore interbank market for any Approved Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.. For the avoidance of doubt, this Section 2.19(a) shall not apply to any Taxes, which shall be governed by Section 2.20. 106

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLIBOR); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.8B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLIBOR); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.9A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such ; provided that Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection for any increased cost or reduction in respect of a copy period occurring more than six months prior to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating date that such Lender notifies Company of such Lender’s intention to claim compensation therefor unless the additional amounts owed circumstances giving rise to such increased cost or reduction became applicable retroactively, in which case no such time limitation shall apply so long as such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errorrequests compensation within six months from the date such circumstances become applicable.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or or (iiiii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making making, converting to, continuing or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Borrower shall not be required to compensate a Lender shall deliver pursuant to this subsection 2.7A for any increased cost or reduction in respect of a period occurring more than six months prior to the date on which such Lender notifies Borrower (with a copy of such Change in Law and such Lender’s intention to Administrative Agent) a written statementclaim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within six months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Governmental Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.14 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine have reasonably determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Indemnified Tax or Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16Tax) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; , (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Raterequirements); , or (iii) imposes any LEGAL 4873-0998-8490v4881-9719-6460v.143 other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining the Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon Lender within ten (10) Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.13(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall reasonably determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, ; making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment shall reasonably determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower this subsection 2.7A for any increased cost or reduction in respect of a period occurring more than ninety (with a copy 90) days prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply to such retroactive period so long as such Lender under this Section 2.15(a), requests compensation within ninety (90) days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than (A) any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans made by it that are reflected in the definition of Adjusted LIBOR RateEurocurrency Rate or (B) the requirements of the Bank of England and the Financial Services Authority of the European Central Bank reflected in the Mandatory Cost, other than as set forth below); or or (iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or (iv) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London applicable interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this subsection 2.7A shall deliver not constitute a waiver of such Lender’s right to demand such compensation; provided no Borrower (with shall be required to compensate a copy Lender pursuant to Administrative Agent) this subsection 2.7A for any increased cost or reduction in respect of a written statementperiod occurring more than nine months prior to the date on which such Lender notifies the applicable Borrower of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within nine months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; or (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender Lender, in its reasonable judgment sole discretion, shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.14 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine have reasonably determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityGovernmental Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Indemnified Tax or Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16Tax) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; , (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Raterequirements); , or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining the Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon Lender within ten (10) Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.13(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that after the date hereof any Lender shall determine (which determination shallchange occurs in any applicable law, absent manifest error, be final and conclusive and binding upon all parties hereto) that any lawregulation, treaty or governmental rule, regulation directive or orderinterpretation thereof by any authority charged with the administration or interpretation thereof, or any change therein or in condition is imposed by any authority after the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), date hereof or any determination of a court or governmental authority, change occurs in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date condition imposed by any central bank authority on or other governmental or quasi-governmental authority prior to the date hereof which: (whether or not having the force of law) (i1) subjects such any Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes Tax measured by such Lender's net or gross income), or changes the basis of taxation of any payments to any Lender on account of principal of or interest on any LIBOR Loan, the Notes (to the extent the Notes evidence a LIBOR Loan) or fees in respect of such Lender, 's obligation to make LIBOR Loans or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) other amounts payable with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender LIBOR Loans; or (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii2) imposes, modifies or holds determines applicable any reserve (including any marginalreserve, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement requirements against any assets held by, or deposits or other liabilities in, with or for the account of, or advances loans or loans by, or other credit extended by, or any other acquisition of funds commitments by, any office of such any Lender (other than any such reserve in connection with its LIBOR Loans to the extent the amount of which is in excess of, or other requirements with respect to LIBOR Rate Loans that are reflected was not applicable at the time of computation of, the amounts provided for in the definition of Adjusted such LIBOR Rate); or (3) affects the amount of capital required or expected to be maintained by banks generally or corporations controlling banks and any Lender determines that the amount by which it or any corporation controlling it is required or expected to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or of any Lender's Loans or Commitments hereunder; (iii4) imposes upon any Lender any other condition (other than with respect to a Tax matter) on or affecting such Lender (its LIBOR Loans or its applicable lending officeobligation to make LIBOR Loans; which, as a result thereof, (i) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase increases the cost to such any Lender of agreeing to make, making or maintaining its Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate ofCommitments hereunder, or a different method (ii) reduces the net amount of calculatingany payment received by any Lender in respect of its LIBOR Loans (whether of principal, interest interest, commitment fees or otherwise, as such Lender in its reasonable judgment shall determine), as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.or

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (to any Taxes on its Loans, loan principal, Letters of Credit, Commitments, or other obligations, or its applicable lending office) to any additional Tax deposits, reserves, other liabilities or capital attributable thereto (other than any Excluded Taxes of such Lenderexcept for the imposition of, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or change in the rate of, any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to Excluded Tax payable by such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition condition, cost or expense (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making making, continuing, converting to or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon within ten (10) Business Days after receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment shall sole discretion may reasonably determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such The Borrower shall not be required to compensate a Lender shall deliver pursuant to this subsection 2.7A for any increased cost or reduction in respect of a period occurring more than 180 days prior to the date on which such Lender notifies the Borrower (with a copy of such Change in Law and such Lender’s intention to Administrative Agent) a written statementclaim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such 180 day time limitation shall apply to such period of retroactivity, so long as such Lender under this Section 2.15(a), requests compensation within 180 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including the Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurocurrency market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment shall sole discretion may reasonably determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than 180 days prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender's intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such 180 day time limitation shall apply to such period of retroactivity, so long as such Lender under this Section 2.15(a), requests compensation within 180 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or, if later, the date on which the affected Lender becomes a Lender, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLIBOR); or or (iii) imposes any other condition (other than with respect to a Tax mattertaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.9A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Failure or delay on the part of any Lender to demand compensation pursuant to this subsection 2.7A shall deliver not constitute a waiver of such Lender’s right to Borrower (with demand such compensation; provided that Company shall not be required to compensate a copy Lender pursuant to Administrative Agent) a written statement, setting forth in reasonable detail this subsection 2.7A for any increased costs or reductions incurred more than 180 days prior to the basis for calculating date that such Lender notifies Company of the additional amounts owed circumstances giving rise to such Lender under this Section 2.15(a)increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, which statement further, that, if the change in law or other circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (including Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) any Recipient to any additional Tax (other than any (a) Indemnified Taxes, (b) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, and (c) Connection Income Taxes (except to the extent indemnified under subsection 2.7.B)) on its loans, loan principal, letters of such Lendercredit, commitments or other obligations, or any Indemnified Taxes its deposits, reserves, other liabilities or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; capital attributable thereto; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR “Eurodollar Rate”); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining Ruths_Second Amended and Restated Credit Agreement (2) any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than 120 days prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within 120 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine in good faith in its reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Indemnified Taxes (to the extent governed by Section 2.7B) and any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than (A) any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans made by it that are reflected in the definition of Adjusted LIBOR RateEurocurrency Rate or (B) the requirements of the Bank of England and the Financial Services Authority of the European Central Bank reflected in the Mandatory Cost, other than as set forth below); or or (iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or (iv) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London applicable interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this subsection 2.7A shall deliver not constitute a waiver of such Lender’s right to demand such compensation; provided no Borrower (with shall be required to compensate a copy Lender pursuant to Administrative Agent) this subsection 2.7A for any increased cost or reduction in respect of a written statementperiod occurring more than nine months prior to the date on which such Lender notifies the applicable Borrower of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within nine months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender shall reasonably determine (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that the introduction or adoption (after the Closing Date) of any law, treaty or governmental rule, regulation or order, or that any change therein or (after the Closing Date) in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order)order or in the interpretation, administration or application thereof, or that any determination of a court or governmental authority, in each case, that becomes effective (after the Closing Date) by a court or Governmental Authority, or that compliance by such Lender with any guideline, request or directive issued or made (after the Closing Date Date) by any central bank or other governmental Governmental or quasi-governmental authority Governmental Authority (whether or not having the force of law) ), in any such case: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender; or (ii) subjects any Lender to any Taxes (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected (A) Indemnified Taxes, (B) Taxes described in clauses (2) through (4) of the definition of Adjusted LIBOR Rate)Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending officeLending Office) or its obligations hereunder or the London interbank marketmarket for Dollars; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending officeLending Office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon promptly after receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunderreduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a)2.7A, which statement shall be conclusive and binding upon all parties hereto absent manifest clearly demonstrable error. For purposes of this Agreement (including, without limitation, Section 2.6B and this Section 2.7), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have gone into effect after the Closing Date, regardless of the date enacted, adopted or issued.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine in good faith in its reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Indemnified Taxes (to the extent governed by Section 2.7B) and any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than (A) any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans made by it that are reflected in the definition of Adjusted LIBOR RateEurocurrency Rate or (B) the requirements of the Bank of England and the Financial Services Authority of the European Central Bank reflected in the Mandatory Cost, other than as set forth below); or or (iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or (iv) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London applicable interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this subsection 2.7A shall deliver not constitute a waiver of such Lender’s right to demand such compensation; provided no Borrower (with shall be required to compensate a copy Lender pursuant to Administrative Agent) this subsection 2.7A for any increased cost or reduction in respect of a written statementperiod occurring more than six months prior to the date on which such Lender notifies the applicable Borrower of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except, if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within six months from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender shall determine have reasonably determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Indemnified Tax, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Tax and Connection Income Taxes) on its loans, loan principal, letters of such Lendercredit, commitments, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (obligations, or its applicable lending office) of principaldeposits, interestreserves, fees other liabilities or any other amount payable hereunder; capital attributable thereto, (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Raterequirements); , or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining the Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon Lender within fifteen (15) Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be reasonably necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.13(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-quasi governmental authority (whether or not having the force of law) (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, Lender or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Increased Costs. Subject In the event that after the date hereof any change occurs in any applicable law, regulation, guideline, treaty or directive or interpretation thereof by any authority charged with the administration or interpretation thereof or in any applicable condition imposed by any such authority, or any condition is imposed by any authority after the date hereof which: (a) subjects any Lender to any Tax, or changes the basis of taxation of any payments to any Lender on account of principal of or interest on any LIBOR Rate Loan, such Lender's Note (to the provisions of Section 2.16 (which shall be controlling extent such Note evidences LIBOR Rate Loans) or other amounts payable with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) (i) subjects such Lender (or its applicable lending office) to any additional Tax LIBOR Rate Loans (other than any Excluded a change in the rate of Taxes based solely on the overall net or gross income of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender ); or (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (iib) imposes, modifies or holds determines applicable any reserve (including any marginalreserve, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement requirements against any assets held by, or deposits or other liabilities in, with or for the account of, or advances loans or loans by, or other credit extended by, or any other acquisition of funds commitments by, any office of such any Lender (other than any such reserve or other requirements in connection with respect to its LIBOR Rate Loans that are reflected to the extent the amount of which is in excess of, or was not applicable at the time of computation of, the amounts provided for in the definition of Adjusted the related LIBOR Rate; or (c) affects the amount of capital required to be maintained by banks generally or by corporations controlling banks and any Lender determines that the amount by which such Lender or any corporation controlling such Lender is required or expected to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or of such Lender's Loans, Letters of Credit or Commitment hereunder; (d) imposes upon any Lender any other condition with respect to its LIBOR Rate Loans or its obligation to make LIBOR Rate Loans; which, as a result thereof, (i) increases the cost to any Lender of making or maintaining its Loans or its Commitment hereunder, or (ii) reduces the net amount of any payment received by any Lender in respect of its Loans (whether of principal, interest, commitment fees or otherwise); , or (iii) imposes requires any other condition (other than with respect Lender to a Tax matter) make any payment on or affecting such Lender (or its applicable lending office) or its obligations hereunder or calculated by reference to the London interbank market; and the result gross amount of any sum received by it in respect of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; thenLoans, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional each case by an amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as which such Lender in its reasonable sole judgment deems material, then and in such case Borrower shall determine)pay to Agent for the account of such Lender on demand such amount or amounts as will compensate such Lender (on an after-tax basis) for any increased cost, deduction or payment actually incurred or made by such Lender. The demand for payment by any Lender shall be delivered to both Agent and Borrower and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon such Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such cost, reduction or payment and the manner in which such amount has been calculated. The statement of any Lender as may to the additional amounts payable pursuant to this Section 2.8 shall be prima facie evidence of the amounts payable hereunder provided, however, that the Borrower shall not be liable for any such amount attributable to any period prior to the date one hundred eighty (180) days prior to the date that any officer at such Lender knew or reasonably should have known of such claim for reimbursement or compensation. The protection of this Section 2.8 shall be available to each Lender regardless of any possible contention of invalidity or inapplicability of the relevant law, regulation, guideline, treaty, directive, condition or interpretation thereof. In the event that Borrower pays any Lender the amount necessary to compensate such Lender on an after tax basis for any charge, deduction or payment incurred or made by such increased cost Lender as provided in this Section 2.8, and such charge, deduction or reduction in amounts received payment or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed any part thereof is subsequently returned to such Lender under this Section 2.15(aas a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, guideline, treaty, directive or condition, then such Lender shall remit to Borrower the amount paid by Borrower which has actually been returned to such Lender (together with any interest actually paid to Lender on such returned amount), which statement shall be conclusive less Borrower's pro rata share of such Lender's costs and binding upon all parties hereto absent manifest errorexpenses incurred in connection with such governmental regulation or any challenge made by such Lender with respect to its validity or applicability.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Ratecontemplated by Section 2.16(e); or ), (iiiii) imposes any other condition (other than with respect to a Tax matterany Tax) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket or (iii) subjects such Lender to any incremental Tax (other than a Tax indemnifiable under Section 2.18 or an Excluded Tax); and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, (i) setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errordemonstrable error and (ii) stating that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall reasonably determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or Change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than tax of any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) kind whatsoever with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentencesubsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment reasonably shall determine), ) as may be necessary to compensate such Lender on an after after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such ; provided, however, that Company shall not be required to compensate a Lender shall deliver pursuant to Borrower (with this subsection 2.7A for any increased cost or reduction in respect of a copy period occurring more than 90 days prior to Administrative Agent) a written statementthe date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, setting forth except if the Change in reasonable detail the basis for calculating the additional amounts owed Law giving rise to such increased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender under this Section 2.15(a), requests compensation within 90 days from the date on which statement shall be conclusive and binding upon all parties hereto absent manifest errorthe applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityother Government Authority, in each case, case that becomes effective after the Closing Effective Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Effective Date by any central bank or other governmental or quasi-governmental authority Government Authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder (including with respect to issuing or thereunder maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance charge or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; , then, in any such case, Borrower shall promptly pay from time to time, within five Business Days after receipt from such Lender, upon receipt Lender of the statement referred to in the next sentencesubsection 2.8A, Company shall pay such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to hereunder and any tax incurred or payable by such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest erroras a result of the obligation of Company to pay such additional amounts.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 2.18 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Ratecontemplated by Section 2.16(e); ) or (iiiii) imposes any other condition (other than with respect to a Tax matterany Tax) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Compensation for Increased Costs. Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, case that becomes effective after the Closing Datedate hereof, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) ): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate); or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, otherwise as such Lender in its reasonable judgment sole discretion shall determine), ) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.