Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b). (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank claiming compensation under this Section shall furnish a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable lawApplicable Law, rule or regulation, or any change thereinin any Applicable Law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)Board, special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office)) or shall impose on any Lender (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Term SOFR Loans, its Notes evidencing Term SOFR Loans, or its obligation to make Fixed Rate Term SOFR Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank thereto (with a copy to other than any increased costs on account of (x) Taxes described in clauses (ii) through (iv) of the Administrative Agentdefinition of “Excluded Taxes” and (y) Connection Income Taxes), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank shall constitute “Increased Costs” payable by such Bank with respect to the amount of payments required to be made Borrower pursuant to this Section 8.03(a))Sections 9.1(a) and 6.4. (b) If any Bank determines that Lender shall have determined that, after the date hereof, the adoption of any applicable lawApplicable Law, rule, regulation, guideline rule or request concerning regulation regarding liquidity or capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on capital of such Lender as a consequence of such Xxxxxx’s obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Lender to be maintained material, then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Bank based on Lender (with a copy to the existence of such Bank's Commitment hereunder or its obligations hereunderAdministrative Agent, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand Collateral Agent and S&P), such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on reduction (to the Borrower only if such costs extent funds are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made available therefor in accordance with this provision. Each Bank, upon determining that any increased costs will be the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)Sections 9.1(a) and 6.4. (c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 11.4 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, not be otherwise disadvantageous to such BankLender. A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower 11.4 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder, which hereunder shall be delivered in connection with any request for compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.4 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.4 for any increased costs or reductions incurred more than six months prior to the date on which the applicable Lender notifies the Borrower; provided that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. (d) Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Amendment and Restatement Date impacting European banks and other regulated financial institutions, (ii) pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (iii) in connection with the Retention Requirements shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 11.4, regardless of the date enacted, adopted, issued or implemented; provided, however, that the Borrower shall not be responsible for any increased costs relating to the Retention Requirements so long as the Retention Holder is in compliance with the requirements set forth in the Securitisation Regulation Agreement. (e) Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not be required to pay amounts to any Lender under this Section 11.4 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.3. To the extent the Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant to Section 11.3, the provisions of Section 11.3 shall control. (f) For the avoidance of doubt, the Borrower shall not be obligated to pay additional amounts to a Lender pursuant to clauses (a) or (b) of this Section 11.4 to the extent any such additional amounts are attributable to a failure by a Lender to comply with its obligations under the Retention Requirements that are within its control.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable lawApplicable Law, rule or regulation, or any change thereinin any Applicable Law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)Board, special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Fixed Eurodollar Rate Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to y) Taxes described in clauses (ii) through (iv) of the Administrative Agentdefinition of “Excluded Taxes” and (z) Connection Income Taxes), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank shall constitute “Increased Costs” payable by such Bank with respect to the amount of payments required to be made Borrower pursuant to this Section 8.03(a))Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower. (b) If any Bank determines that Lender shall have determined that, after the date hereof, the adoption of any applicable lawApplicable Law, rule, regulation, guideline rule or request concerning regulation regarding liquidity or capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on capital of such Lender as a consequence of such Lender’s obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Lender to be maintained material, then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Bank based on Lender (with a copy to the existence of such Bank's Commitment hereunder or its obligations hereunderAdministrative Agent, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand Collateral Agent and S&P), such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on reduction (to the Borrower only if such costs extent funds are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made available therefor in accordance with this provision. Each Bank, upon determining that any increased costs will be the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)Sections 9.1(a) and 6.4. (c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, not be otherwise disadvantageous to such BankLender. A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder, which hereunder shall be delivered in connection with any request for compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the date on which the applicable Lender notifies the Borrower; provided that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. (d) Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions, (ii) pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (iii) in connection with the EU Retention Requirements shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 11.3, regardless of the date enacted, adopted, issued or implemented; provided, however, that the Borrower shall not be responsible for any increased costs relating to the EU Retention Requirements so long as the Retention Provider is in compliance with the requirements set forth in the Retention Letter. (e) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not be required to pay amounts to any Lender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.4. To the extent the Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant to Section 11.4, the provisions of Section 11.4 shall control. (f) For the avoidance of doubt, the Borrower shall not be obligated to pay additional amounts to a Lender pursuant to clauses (a) or (b) of this Section 11.3 to the extent any such additional amounts are attributable to a failure by a Lender to comply with its obligations under the EU Retention Requirements that are within its control.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market LoanEffective Date, the adoption of or any change in any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) ), including the Agent in its capacity as the issuer of Letters of Credit, with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject subjects any Bank Lender of that type (or its Applicable Lending Office) to any tax, duty or other charge with respect related to any LIBOR Loan, Letter of Credit or Reimbursement Obligation, or its Fixed Rate Loansparticipation in any thereof, its Notes or its obligation to make Fixed Rate advance or maintain LIBOR Loans, issue Letters of Credit or to participate therein, or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans LIBOR Loans, Letters of Credit or participations therein, or any other amounts due under this Agreement in respect related to its LIBOR Loans, Letters of its Fixed Rate Loans Credit, Reimbursement Obligations or participations therein, or its obligation to make Fixed Rate Loans LIBOR Loans, issue Letters of Credit or acquire participations therein (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office imposed by the jurisdiction in which such BankLender's principal executive office or Applicable Lending Office is located); or (ii) shall imposeimposes, modify modifies or deem deems applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender of that type (or its Applicable Lending Office) or shall impose imposes on any Bank Lender of that type (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate LIBOR Loans, its Notes Letters of Credit, any Reimbursement Obligation owed to it or its participation in any thereof, or its obligation to make Fixed Rate advance or maintain LIBOR Loans, issue Letters of Credit or to participate in any thereof; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making advancing or maintaining any Fixed Rate LIBOR Loan, issuing or maintaining a Letter of Credit or participation therein, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) in connection therewith under this Agreement or under its Note with respect theretoNote(s), by an amount deemed by such Bank Lender to be material, then, within 15 fifteen (15) days after demand in reasonable detail by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If If, after the Effective Date, the Agent or any Bank determines Lender shall have determined that the adoption after the Effective Date of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereintherein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable capital adequacy rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on such Lender's capital, or on the capital of any corporation controlling such Lender, as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Lender to be maintained material, then from time to time, within fifteen (15) days after demand in reasonable detail by such Bank based on Lender (with a copy to the existence of such Bank's Commitment hereunder or its obligations hereunderAgent), it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly The Agent and each Lender that determines to seek compensation under this Section 8.3 shall notify the Borrower and and, in the Administrative case of a Lender other than the Agent, the Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle the Agent or Lender to such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such BankLender, be otherwise disadvantageous to such Bankit; provided that, the foregoing shall not in any way affect the rights of any Lender or the obligations of the Borrower under this Section 8.3, and provided further that no Lender shall be obligated to make its LIBOR Loans hereunder at any office located in the United States. A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower 8.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank bank, or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty increase in the cost (other than Taxes and Other Taxes) of making or other charge with respect to its Fixed Rate maintaining any Eurodollar Loans, its Notes any Competitive Bid Loans bearing interest at a Eurodollar Competitive Rate or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Eurodollar Loans or any other amounts due under this Agreement in respect of its Fixed Rate Competitive Bid Loans or its obligation to make Fixed Rate Loans (except for changes in at the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); orEurodollar Competitive Rate; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment or similar requirement against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), any Bank including the Revolving Credit Commitment of such Lender hereunder; (iii) shall impose on such Lender (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; or (iv) shall subject the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its Fixed Rate Loansloans, its Notes loan principal, letters of credit, commitments, or other obligations, or its obligation to make Fixed Rate Loansdeposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Bank Lender or the Administrative Agent (or its Applicable Lending Office) ), by an amount deemed material by such Lender or the Administrative Agent, as the case may be, of making making, Converting into, Continuing, or maintaining any Fixed Rate Loan, Loans or to reduce the amount of any sum received or receivable by such Bank Lender or the Administrative Agent (or its Applicable Lending Office) under this Agreement or under its Note in each case with respect theretoto any Eurodollar Rate Loans or any Competitive Bid Loans bearing interest at a Eurodollar Competitive Rate (or in the case of clause (iv), by an amount deemed by such Bank to be materialany Loans), then, within 15 ten (10) Business Days of the Borrower’s receipt of a request certifying in reasonable detail calculations of such amount and in reasonable detail, the basis therefor, the Borrower shall pay to such Lender or the Administrative Agent such amount or amounts as will compensate such Lender or the Administrative Agent for such increased cost or reduction; provided, that no Lender shall be entitled to claim any such amount or amounts for such increased cost or reduction incurred more than 90 days after demand prior to the delivery of such request and such amounts shall be no greater than amounts that such Lender charges other borrowers or account parties on loans or letters of credit (as the case may be) similarly situated to the Borrower in connection with substantially similar facilities; provided further that, if the adoption or change of any law, rule or regulation (or change in the interpretation thereof) giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof but in no event shall be extended to a total period greater than 180 days; provided finally that, in any such case, the Borrower may, notwithstanding anything to the contrary herein, elect to convert the Eurodollar Loans made by such Bank Lender hereunder to Base Rate Loans by giving the Administrative Agent at least two Business Days’ notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 4.1(a). If any Lender requests compensation by the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income obligation of such Bank payable by such Bank Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the amount of payments required event or condition giving rise to such request ceases to be made pursuant in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to this Section 8.03(a))receive the compensation so requested. (b) If after the date hereof any Bank determines Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline or request concerning regulation regarding capital adequacy, adequacy or liquidity requirements or any change therein, therein after the date hereof or any change in the interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive made or issued after the date hereof regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder by an amount of capital required or expected to be maintained deemed material by such Bank based on Lender and to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy or liquidity), then, within ten (10) Business Days of the existence Borrower’s receipt of a request certifying in reasonable detail calculations of such Bank's Commitment hereunder or its obligations hereunderamount and in reasonable detail, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The basis therefor, the Borrower will shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary will compensate such Lender for such reduction, provided, that no Lender shall be entitled to compensate claim any such amount or amounts for the such increased cost incurred more than 90 days prior to the delivery of such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, request and such Bank will pass amounts shall be no greater than amounts that such costs Lender charges other borrowers or account parties on loans or letters of credit (as the case may be) similarly situated to the Borrower only if such costs are passed on in a connection with substantially similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)facilities. (c) Each Bank will Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 4.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such Bankit. A Bank Any Lender claiming compensation under this Section 4.1 shall furnish a certificate to the Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender shall act reasonably and in good faith and may use any reasonable averaging and attribution methods. (d) The provisions of this Section 4.1 shall continue in effect notwithstanding the Facility Termination Date. (e) Notwithstanding anything herein to the contrary, (i) 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 by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. (f) The Borrower shall pay to each Lender, without duplication, as long as such Lender shall be required to maintain reserves (including any basic, emergency, supplemental or other marginal reserve requirement) with respect to a Eurodollar Loan or a Competitive Rate Loan under regulations issued from time to time by the Board (or other Governmental Authority) having jurisdiction with respect thereto for determining the maximum reserve requirement with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System, additional interest on the unpaid principal amount of each Eurodollar Loan and/or Competitive Rate Loan, as applicable, equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive); provided the Borrower shall have received at least ten days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice ten days prior to the relevant interest payment date, such additional interest shall be due and payable ten days from receipt of such notice.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank bank, or comparable agency: (i) shall subject any such Bank (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to its Fixed Rate any Eurodollar Loans, its Notes Note, or its obligation to make Fixed Rate Eurodollar Loans, or shall change the basis of taxation of payments any amounts payable to any such Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed Rate Loans or its obligation to make Fixed Rate any Eurodollar Loans (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its such Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, compulsory loan, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Bank (or credit extended byits Applicable Lending Office), any including the Commitment of such Bank hereunder; or (iii) shall impose on such Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Loan, Eurodollar Loans or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Eurodollar Loans, then the Borrower shall pay to such Bank on demand such amount or amounts as will compensate such Bank for such increased cost or reduction. If any Bank requests compensation by Borrower under this Section 14.1(a), the Borrower may, by an amount deemed by such Bank notice to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make or Continue Eurodollar Loans or to Convert all or part of the Base Rate Loan owing to such Bank into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 14.4 shall be applicable); provided, that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank or any corporation controlling such Bank as a consequence of such Bank's obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then, from time to time upon demand, Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 14.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bankit. A Any Bank claiming compensation under this Section 14.1 shall furnish to Borrower and Administrative Agent a certificate to the Borrower statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Eurodollar Loans, its Notes or its obligation to make Fixed Rate Eurodollar Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Eurodollar Loans or any other amounts due under this Agreement in respect of its Fixed Rate Eurodollar Loans or its obligation to make Fixed Rate Eurodollar Loans (except for changes in the rate of tax on the overall net income or profits of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurodollar Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Eurodollar Loans, its Notes Notes, or its obligation to make Fixed Rate Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, Eurodollar Loan or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including reduction. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the applicable authority for any amount or amounts equal which were paid or reimbursed by Borrower to any taxes on the overall net income of such Bank payable by hereunder, such Bank with respect shall refund such amount or amounts to the amount of payments required to be made pursuant to this Section 8.03(a))Borrower without interest. (b) If If, after the date hereof, any Bank determines or the Administrative Agent shall have determined that the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereintherein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable capital rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the applicable jurisdiction) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of capital required or expected to be maintained by such Bank based return on the existence of such Bank's Commitment hereunder capital, or on the capital of any corporation controlling such Bank, as a consequence of its obligations hereunder, it will notify the Borrower. This determination will be made on hereunder to a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to level below that which such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining could have achieved but for such amountadoption, change or compliance (taking into consideration such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on Bank's policies with respect to the Borrower only if such costs are passed on in a similar manner capital adequacy) by an amount deemed by such Bank to similarly situated borrowers be material, then from time to time, within fifteen (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined 15) days after demand by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance (with this provision. Each Bank, upon determining that any increased costs will be payable pursuant a copy to this Section 8.03(bthe Administrative Agent), Borrower shall pay to such Bank such additional amount or amounts as will give prompt written notice thereof to the Borrower, which notice shall show the basis compensate such Bank for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly that determines to seek compensation under this Section 9.3 shall notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle such the Bank to such compensation pursuant to this Section 9.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower 9.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder submitted to Borrower and the Administrative Agent by such Bank in good faith shall be conclusive in prima facie evidence of the absence amount of manifest errorsuch compensation. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, hereof in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's ’s principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, of deposits with or for the account of, of or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines that shall have determined that, after the date hereof the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the date hereof, will Commitments hereunder do not constitute commitments with an original maturity of one year or less) has or would have the effect of increasing reducing the amount rate of return on capital required or expected to be maintained by of such Bank based on the existence (or its Parent) as a consequence of such Bank's Commitment ’s obligations hereunder to a level below that which such Bank (or its obligations hereunderParent) could have achieved but for such adoption, it will notify the Borrower. This determination will be made on a Bank change, request or directive (taking into consideration its policies with respect to capital adequacy) by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner an amount deemed by such Bank to similarly situated borrowers (which are parties be material, then from time to credit or loan documentation containing a provision similar to this Section 8.03(b))time, as determined within 15 days after demand by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance (with this provision. Each Bank, upon determining that any increased costs will be payable pursuant a copy to this Section 8.03(bthe Agent), the Borrower shall pay to such Bank such additional amount or amounts as will give prompt written notice thereof to the Borrower, which notice shall show the basis compensate such Bank (or its Parent) for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, hereof which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, of such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market LoanEffective Date, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate Loans, Loans or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office imposed by the jurisdiction in which such BankLender's principal executive office or Applicable Lending Office is located)) or subjects such Lender to United States withholding tax; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding excluding, with respect to any Euro-Dollar Loan any such requirement included in an applicable the Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Euro-Dollar Loans, its Notes Note or its obligation to make Fixed Rate Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, subject to clause (d) of this Section, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal subject in the case of clause (a)(i), to any taxes on the overall net income of such Bank payable delivery by such Bank with respect to the amount Lender of payments required to be made IRS form W-8 ECI or W-8 BEN pursuant to this Section 8.03(a)2.18 that demonstrates complete exemption from United States withholding tax as of the date such Lender first became a party hereto). (b) If If, after the Effective Date, any Bank determines Lender shall have determined that the adoption of any applicable law, rulerule or regulation regarding capital adequacy (irrespective of the actual timing of the adoption or implementation thereof and including, regulationwithout limitation, guideline any law or request concerning capital adequacy, regulation adopted pursuant to the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such law, regulation, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Lender to be maintained material, then, subject to clause (d) of this Section, from time to time, within 15 days after demand by such Bank based on Lender (with a copy to the existence of Administrative Agent), the Borrower shall pay to such Bank's Commitment hereunder Lender such additional amount or amounts as will compensate such Lender (or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand Parent) for such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such BankLender, be otherwise disadvantageous to such BankLender. (d) Borrower shall not be required to reimburse any Lender for any increased costs, reductions or payments under this Section arising prior to 90 days preceding the date of any claim or demand by a Lender for compensation under this Section except to the extent the applicable law or regulation is imposed retroactively and the demand or claim is made within 90 days of the effect (in which case such claim or demand shall be submitted within 90 days of the date upon which such Lender becomes aware or should reasonably be aware of such law or regulation). A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder (with detail sufficient to allow the verification by Borrower of its calculations) shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office imposed by the jurisdiction in which such BankLender's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding excluding, with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If If, after the date hereof, any Bank determines Lender shall have determined that the adoption of any applicable law, rulerule or regulation regarding capital adequacy (irrespective of the actual timing of the adoption or implementation thereof and including, regulationwithout limitation, guideline any law or request concerning capital adequacy, regulation adopted pursuant to the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such law, regulation, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Lender to be maintained material, then from time to time, within 15 days after demand by such Bank based on Lender (with a copy to the existence of Administrative Agent), the Borrower shall pay to such Bank's Commitment hereunder Lender such additional amount or amounts as will compensate such Lender (or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand Parent) for such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such BankLender, be otherwise disadvantageous to such BankLender. A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, any Change in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) shall subject any Bank Lender (or its Applicable Lending Office) or any L/C Issuer to any tax, duty or other charge with respect to its Fixed Rate SOFR Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Fixed Rate SOFR Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Office) or any L/C Issuer of the principal of or interest on its Fixed Rate Loans SOFR Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Fixed Rate Loans SOFR Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Fixed Rate Loans SOFR Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office or any L/C Issuer imposed by the jurisdiction in which such Bank's Lender’s or such L/C Issuer’s principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to FRB) or any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) L/C Issuer or shall impose on any Bank Lender (or its Applicable Lending Office) or any L/C Issuer or on the London interbank market any other condition affecting its Fixed Rate SOFR Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Fixed Rate SOFR Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) or such L/C Issuer of making or maintaining any Fixed Rate SOFR Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) or such L/C Issuer under this Agreement or under its Note any other Loan Document with respect thereto, by an amount deemed by such Bank Lender or L/C Issuer to be material, then, within 15 days after demand by such Bank Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank Lender or L/C Issuer such additional amount or amounts as will compensate such Bank Lender or L/C Issuer for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank Lender or any L/C Issuer determines that the adoption of any applicable law, rule, regulation, guideline Change in Law affecting such Lender or request concerning capital adequacy, L/C Issuer or any change thereinlending office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or any change in interpretation liquidity requirements, has or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will would have the effect of increasing reducing the amount rate of return on such Lender’s or L/C Issuer capital required or expected to be maintained on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Bank based on L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the existence policies of such Bank's Commitment hereunder Lender’s or its obligations hereunderL/C Issuer’s holding company with respect to capital adequacy), it will notify the Borrower. This determination will be made on a Bank by Bank basis. The then from time to time Borrower will pay to each Bank on demand such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as are necessary to will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction suffered. (c) Each Bank will promptly notify A certificate of a Lender or L/C Issuer setting forth the Borrower and amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the Administrative Agent case may be, as specified in paragraph (a) or (b) of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need fordelivered to Borrower, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank claiming compensation under this Section shall furnish a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of absent manifest error. In determining Borrower shall pay such amountLender or L/C Issuer, as the case may be, the amount shown as due on any such Bank may use any reasonable averaging and attribution methodscertificate within 10 days after receipt thereof.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Eurodollar Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Fixed Rate Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Fixed Rate Loans Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Fixed Rate Loans Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office imposed by the jurisdiction in which such Bank's Lender’s principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurodollar Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Eurodollar Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Fixed Rate Eurodollar Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Eurodollar Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note any other Loan Document with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent A certificate of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank Lender claiming compensation under this Section shall furnish a certificate to the Borrower 10.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereofEffective Date, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or (y) the date issue or participate in any Letter of the related Money Market Quote, in the case of any Money Market LoanCredit, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate LoansLoans or its obligations hereunder in respect of Letters of Credit (other than Excluded Taxes), or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office imposed by the jurisdiction in which such Bank's Lender’s principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding excluding, with respect to any Euro-Dollar Loan any such requirement included in an applicable the Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate LoansLoans or its obligations hereunder in respect to Letters of Credit; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate LoanLoan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, subject to clause (d) of this Section, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If If, after the Effective Date, any Bank determines Lender shall have determined that the adoption of any applicable law, rulerule or regulation regarding capital adequacy (irrespective of the actual timing of the adoption or implementation thereof and including, regulationwithout limitation, guideline any law or request concerning capital adequacy, regulation adopted pursuant to the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such law, regulation, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Lender to be maintained material, then, subject to clause (d) of this Section, from time to time, within 15 days after demand by such Bank based on Lender (with a copy to the existence of Administrative Agent), the Borrower shall pay to such Bank's Commitment hereunder Lender such additional amount or amounts as will compensate such Lender (or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand Parent) for such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such BankLender, be otherwise disadvantageous to such BankLender. (d) Borrower shall not be required to reimburse any Lender for any increased costs, reductions or payments under this Section arising prior to 90 days preceding the date of any claim or demand by a Lender for compensation under this Section except to the extent the applicable law or regulation is imposed retroactively and the demand or claim is made within 90 days of the effect (in which case such claim or demand shall be submitted within 90 days of the date upon which such Lender becomes aware or should reasonably be aware of such law or regulation). A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder (with detail sufficient to allow the verification by Borrower of its calculations) shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines that shall have determined that, after the date hereof, the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has of would have the effect of increasing reducing the amount rate of return on capital required or expected to be maintained by of such Bank based on the existence (or its Parent) as a consequence of such Bank's Commitment obligations hereunder to a level below that which such Bank (or its obligations hereunderParent) could have achieved but for such adoption, it will notify the Borrower. This determination will be made on a Bank change, request or directive (taking into consideration its policies with respect to capital adequacy) by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner an amount deemed by such Bank to similarly situated borrowers (which are parties be material, then from time to credit or loan documentation containing a provision similar to this Section 8.03(b))time, as determined within 15 days after demand by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance (with this provision. Each Bank, upon determining that any increased costs will be payable pursuant a copy to this Section 8.03(bthe Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will give prompt written notice thereof to the Borrower, which notice shall show the basis compensate such Bank (or its Parent) for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth a calculation in reasonable detail of the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive if prepared in the absence of manifest errorgood faith and on a reasonable basis. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing subsections (a) and (b) of this Section 8.3, the Borrower shall only be obligated to compensate any Bank for any amount arising or accruing during (i) any time or period commencing on the date on which such Bank notifies the Administrative Agent and the Borrower that it proposes to demand such compensation and identifies to the Administrative Agent and the Borrower the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which such Bank did not know that such amount would arise or accrue because of the retroactive application of such statute, regulation or other basis.

Increased Cost and Reduced Return. (aA) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, hereof the adoption of any applicable law, rule or regulation, Requirement of Law or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender or any Bank Participant (or its Applicable any of their applicable Lending OfficeInstallations) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency: (i1) shall subject Lender or any Bank Participant (or its Applicable any of their applicable Lending OfficeInstallations) to any tax, duty or other charge with respect to its Fixed LIBOR Rate Loans, its Notes the Revolving Note or its any of their obligation to make Fixed or maintain LIBOR Rate Loans, or shall change the basis of taxation of payments to Lender or any Bank Participant (or its Applicable any of their applicable Lending OfficeInstallation) of the principal of or interest on its Fixed the LIBOR Rate Loans or any other amounts due under this Agreement in respect of its Fixed LIBOR Rate Loans or its any of their obligation to make Fixed or maintain the LIBOR Rate Loans (except for changes in the rate of tax on the overall net income of such Bank Lender, any Participant or its Applicable any of their applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is locatedInstallations); or (ii2) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar LIBOR Rate Loan any such requirement included in an the applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement Requirement in calculating the Base LIBOR Rate for such loan) against assets of, deposits with or for the account of, or credit extended by, Lender or any Bank Participant (or its Applicable any of their applicable Lending OfficeInstallations) or shall impose on any Bank (the London, England interbank eurodollar market, or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed the LIBOR Rate Loans, its Notes the Revolving Note or its Lender's or any Participant's obligation to make Fixed or maintain LIBOR Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender or any Participant (or its Applicable any of their applicable Lending OfficeInstallations) of making or maintaining any Fixed a LIBOR Rate LoanLoan (except to the extent such increased costs are already included in the determination of the applicable interest rate), or to reduce the amount of any sum received or receivable by such Bank Lender of any Participant (or its Applicable any of their applicable Lending OfficeInstallations) under this Agreement or under its the Revolving Note with respect thereto, or otherwise to reduce the net yield to Lender or any Participant on the Loan by an amount deemed by such Bank to be materiala material amount, then, within 15 days after demand by such Bank (the time period specified in Section 2.5.12 hereof and upon delivery to Cavalier Homes of a certificate complying with a copy to the Administrative Agent)Section 2.5.12 hereof, the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender and the affected Participants for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (bB) If after the date hereof Lender or any Bank determines Participant shall have reasonably determined that the adoption of any applicable law, rule, regulation, guideline or request concerning Requirement of Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender or any Participant (or any of their Lending Installations) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, occurring after has reduced the date rate of return on capital of Lender (or any person or entity controlling Lender) or any Participant as a consequence of Lender's or such Participant's obligations hereunder to a level below that which Lender (or such person or entity) or such Participant would have achieved but for such adoption, change, compliance, request or directive by a material amount, then from time to time, within the time specified in Section 2.15.12 hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will Borrowers shall pay to each Bank on demand Lender and such Participant such additional amount or amounts as are necessary to will compensate for the increased cost to Lender (or such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, person or entity) and such Bank will pass Participant for such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (cC) Each Bank Lender will promptly notify the Borrower and the Administrative Agent Cavalier Homes of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender or any Participant to compensation pursuant to this Section 2.5.11 and will designate a different Applicable Lending Office Installation if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous expose Lender or any Participant to such Bankadditional liability, costs or reduction in rate of return. A Bank claiming compensation under Determinations by Lender and any Participant for purposes of this Section 2.5.11 of the effect of the adoption of any applicable Requirement of Law, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, of compliance by Lender or any Participant (or their applicable Lending Installations) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency on its costs of making or maintaining the Revolving Loan or on amounts receivable by it in respect of the Revolving Loan, and of the additional amounts required to compensate Lender and any Participant in respect of any increased costs or reduction in rate of return, shall furnish be conclusive, provided that such determinations are made on a reasonable basis and are supported by a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methodscomplying with Section 2.5.12 hereof.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market LoanFourth Amendment Effective Date, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any taxincrease in the cost (other than Taxes and Other Taxes as to which Section 4.6 shall govern, duty and other than the Reserve Requirement utilized in the determination of the Eurodollar Rate or other charge with respect to its Fixed Rate Eurodollar Competitive Rate) of making or maintaining any Eurodollar Loans, its Notes any Competitive Bid Loans bearing interest at a Eurodollar Competitive Rate or its obligation to make Fixed Rate LoansEurodollar Loans or Competitive Bid Loans at the Eurodollar Competitive Rate, or shall change the basis of taxation of payments any amounts payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed any Eurodollar Rate Loans or its obligation to make Fixed Competitive Bid Loans at the Eurodollar Competitive Rate Loans (except for changes in the rate of tax other than taxes imposed on the overall net income income, assets, receipts or branch profits of such Bank Lender, franchise taxes, or its Applicable Lending Office imposed taxes described in Sections 4.6(a)(ii)-(vi) in each case by the jurisdiction in which such Bank's Lender has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment or similar requirement against (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate or Eurodollar Competitive Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), any Bank including the Revolving Credit Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Loan, Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note in each case with respect thereto, by an amount deemed by such Bank to be materialany Eurodollar Rate Loans or any Competitive Bid Loans bearing interest at a Eurodollar Competitive Rate, then, within 15 days after demand five (5) Business Days of the Borrower’s receipt of a request certifying in reasonable detail calculations of such amount and the basis therefor, the Borrower shall pay to such Lender such amount or amounts as will compensate such Lender for such increased cost or reduction, provided, that no Lender shall be entitled to claim any such amount or amounts for such increased cost or reduction incurred more than six months prior to the delivery of such request. If any Lender requests compensation by the Borrower under this Section 4.1(a), the Borrower may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income obligation of such Bank payable by such Bank Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the amount of payments required event or condition giving rise to such request ceases to be made pursuant in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to this Section 8.03(a))receive the compensation so requested. (b) If after the Fourth Amendment Effective Date any Bank determines Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline or request concerning regulation regarding capital adequacy, adequacy or any change therein, therein or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive made or issued after the Fourth Amendment Effective Date regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of capital required or expected to be maintained by such Bank based return on the existence capital of such Bank's Commitment hereunder Lender or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand any corporation controlling such additional amounts as are necessary to compensate for the increased cost to such Bank Lender as a result consequence of the event described in the first sentence of this Section 8.03(b). In determining such amountLender’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonablechange, and such Bank will pass such costs on request, or directive (taking into consideration its policies with respect to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)capital adequacy), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bankthen, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any within five (5) Business Days of the Borrower's obligations ’s receipt of a request certifying in reasonable detail calculations of such amount and the basis therefor, the Borrower shall pay to pay such Lender such additional amount or amounts as will compensate such Lender for such reduction, provided, that no Lender shall be entitled to claim any such amount or amounts for such increased costs pursuant cost incurred more than six months prior to this Section 8.03(b)the delivery of such request. (c) Each Bank will Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 4.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such Bankit. A Bank Any Lender claiming compensation under this Section 4.1 shall furnish a certificate to the Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. (d) The provisions of this Section 4.1 shall continue in effect notwithstanding the Facility Termination Date.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market LoanEffective Date, the adoption of or any change in any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) ), including the Agent in its capacity as the issuer of Letters of Credit, with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject subjects any Bank Lender of that type (or its Applicable Lending Office) to any tax, duty or other charge with respect related to any LIBOR Loan, Letter of Credit or Reimbursement Obligation, or its Fixed Rate Loansparticipation in any thereof, its Notes or its obligation to make Fixed Rate advance or maintain LIBOR Loans, issue Letters of Credit or to participate therein, or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans LIBOR Loans, Letters of Credit or participations therein, or any other amounts due under this Agreement in respect related to its LIBOR Loans, Letters of its Fixed Rate Loans Credit, Reimbursement Obligations or participations therein, or its obligation to make Fixed Rate Loans LIBOR Loans, issue Letters of Credit or acquire participations therein (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office imposed by the jurisdiction in which such BankLender's principal executive office or Applicable Lending Office is located); or (ii) shall imposeimposes, modify modifies or deem deems applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender of that type (or its Applicable Lending Office) or shall impose imposes on any Bank Lender of that type (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate LIBOR Loans, its Notes Letters of Credit, any Reimbursement Obligation owed to it or its participation in any thereof, or its obligation to make Fixed Rate advance or maintain LIBOR Loans, issue Letters of Credit or to participate in any thereof; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making advancing or maintaining any Fixed Rate LIBOR Loan, issuing or maintaining a Letter of Credit or participation therein, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) in connection therewith under this Agreement or under its Note with respect theretoNote(s), by an amount deemed by such Bank Lender to be material, then, within 15 fifteen (15) days after demand in reasonable detail by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If If, after the Effective Date, the Agent or any Bank determines Lender shall have determined that the adoption after the Effective Date of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereintherein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable capital adequacy rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on such Lender's capital, or on the capital of any corporation controlling such Lender, as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Lender to be maintained material, then from time to time, within fifteen (15) days after demand in reasonable detail by such Bank based on Lender (with a copy to the existence of such Bank's Commitment hereunder or its obligations hereunderAgent), it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly The Agent and each Lender that determines to seek compensation under this Section 8.3 shall notify the Borrower and and, in the Administrative case of a Lender other than the Agent, the Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle the Agent or Lender to such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such BankLender, be otherwise disadvantageous to such Bankit; provided that, the foregoing shall not in any way affect the rights of any Lender or the obligations of the Borrower under this Section 8.3, and provided further that no Lender shall be obligated to make its LIBOR Loans hereunder at any office located in the United States. A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower 8.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest errorerror and shall be deemed to contain a representation by the Lender issuing such certificate that: (i) such Lender has used, in its sole judgment, reasonable efforts to minimize said compensation, and (ii) the increased costs and charges are common to substantially all of the comparable or similarly situated loan customers of such Lender and are not unique to the Borrower. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If Except with respect to the taxes which are governed solely by Section 8.05, if on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market LoanLetter of Credit or any obligation to issue, participate in, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or ), shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Euro-Dollar Loans, its Notes or its obligation to make Fixed Rate Loans; Euro-Dollar Loans or its obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject any Bank (or its Applicable Lending Office) to any taxes not governed by Section 8.05 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 or expense to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Fixed Rate LoanEuro-Dollar Loan or of issuing, participating in or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note other Credit Document with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines that shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereinin any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of return on capital required or expected to be maintained by of such Bank based on the existence (or its Parent) as a consequence of such Bank's Commitment ’s obligations hereunder to a level below that which such Bank (or its obligations hereunderParent) could have achieved but for such adoption, it will notify the Borrower. This determination will be made on a Bank change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner an amount deemed by such Bank to similarly situated borrowers (which are parties be material, then from time to credit or loan documentation containing a provision similar to this Section 8.03(b))time, as determined within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 8.03, the Company shall not be required to compensate a Bank pursuant to Section 8.03(a) or (b) for any amounts incurred more than 270 days prior to the date that such Bank notifies the Company of such Bank’s intention to claim compensation therefor, to the extent such Bank had knowledge of the circumstances giving rise to such claim for compensation and its reasonable discretion. Each Bank's determination effects on the rate of compensation return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant extended to this Section 8.03(b), will give prompt written notice thereof to include the Borrower, which notice shall show the basis for calculation period of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)retroactive effect thereof. (c) Each Bank will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank8.03. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower 8.03 and setting forth the additional amount or amounts to be paid to it hereunderhereunder and, which in reasonable detail, such Bank’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 8.03, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued 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 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 Effective Date, regardless of the date enacted, adopted or issued; provided that no Bank shall demand compensation pursuant to this Section 8.03 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of such Bank to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, such Bank has the right to do so under its credit facilities with similarly situated borrowers).

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank bank, or comparable agency: (i) shall subject any Bank such Lender (or its Applicable applicable Lending Office) to any tax, duty duty, or other charge with respect to its any Fixed Rate Loans, its Notes Loans or its obligation to make Fixed Rate Loans, any Note; or shall change the basis of taxation of payments any amounts payable to any Bank such Lender (or its Applicable applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or any Note in respect of its Fixed Rate Loans or its obligation to make any Fixed Rate Loans (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender by the jurisdiction in which such Bank's Lender has its principal executive office or Applicable such applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, compulsory loan, or similar requirement against (other than the Applicable Reserve Requirement utilized in the determination of the Eurodollar Rate or the Multicurrency Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable applicable Lending Office), including the applicable Facility Commitments of such Lender hereunder; or (iii) or shall impose on any Bank such Lender (or its Applicable applicable Lending Office) or the London or applicable offshore interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate Loansany Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable applicable Lending Office) of making making, converting into, continuing, or maintaining or participating in any Fixed Rate Loan, Loan or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable applicable Lending Office) under this Agreement or under its any Note with respect theretoto any Fixed Rate Loan, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower then Company shall pay to such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction reduction. If any Lender requests compensation by Company under this Section 2.18(a), Company may, by notice to such Lender (including any amount or amounts equal with a copy to any taxes on the overall net income applicable Facility Agent and Global Agent), suspend the obligation of such Bank payable by such Bank Lender to make or continue Loans of the Type with respect to which such compensation is requested, or to convert Loans of any other Type into Loans of such Type, until the amount of payments required event or condition giving rise to such request ceases to be made pursuant in effect (in which case the provisions of Section 2.21 shall be applicable); provided, such suspension shall not affect the right of such Lender to this Section 8.03(a))receive the compensation so requested. (b) If any Bank determines Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline or request concerning regulation regarding capital adequacy, adequacy or any change therein, therein or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agencyagency charged with the interpretation or administration thereof, occurring or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency after the date hereof, will hereof has or would have the effect of increasing reducing the amount rate of capital required or expected to be maintained by such Bank based return on the existence capital of such BankLender or any corporation controlling such Lender as a consequence of such Lender's Commitment obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its obligations hereunderpolicies with respect to capital adequacy), it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will then from time to time upon demand Company shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will Lender shall promptly notify the Borrower Company and the Administrative Agent Agents of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 2.18 and will designate a different Applicable applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to it, as determined in such BankLender's sole discretion. A Bank Any Lender claiming compensation under this Section 2.18 shall furnish to Company and Agents a certificate to the Borrower statement setting forth the reason and the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan (other than a Committed Base Rate Loan) or Letter of Credit or any obligation to make such Committed Loans or issue or participate in any Letter of Credit (each an “Affected Committed Credits or Obligation”) or (y) the date of the related Money Market Quote, in the case of any Money Market LoanLoan (each an “Affected Money Market Credit or Obligation” and, together with each Affected Committed Credit or Obligation, an “Affected Credit or Obligation”), the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Officeapplicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank Lender (or its Applicable Lending Officeapplicable lending office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Affected Loans or its obligation to make Fixed Rate LoansObligations, or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Officeapplicable lending office) of the principal of or interest on in respect of its Fixed Rate Affected Loans or Obligations or any other amounts due under this Agreement in respect of its Fixed Rate Affected Loans or its obligation to make Fixed Rate Loans Obligations (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office applicable lending office imposed by the jurisdiction in which such Bank's Lender’s principal executive office or Applicable Lending Office applicable lending office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding with respect to any Euro-Dollar Loan Eurocurrency Loan, any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Officeapplicable lending office) or shall impose on any Bank Lender (or its Applicable Lending Officeapplicable lending office) or on the London interbank market any other condition affecting its Fixed Rate Loans, its Notes Affected Loans or its obligation to make Fixed Rate LoansObligations; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Officeapplicable lending office) of making or maintaining any Fixed Rate LoanAffected Loan or Obligation, or the cost to such Lender of issuing, participating in or maintaining any Affected Loan or Obligation, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Officeapplicable lending office) under this Agreement or under in respect of its Note portion of the Obligations with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including reduction. Notwithstanding the foregoing, the Borrowers’ obligation to compensate a Lender for any amount increased costs or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to reductions under this Section 8.03(a))8.3 that are attributable to taxes shall be governed by Section 8.6. (b) If any Bank determines that Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of return on capital required of such Lender (or expected its Parent Company) as a consequence of such Lender’s obligations hereunder to be maintained a level below that which such Lender (or its Parent Company) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Bank based on Lender (with a copy to the existence of Administrative Agent), the Borrowers shall pay to such Bank's Commitment hereunder Lender such additional amount or amounts as will compensate such Lender (or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand Parent Company) for such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office applicable lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such BankLender. A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth a calculation in reasonable detail of the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive if prepared in the absence of manifest errorgood faith and on a reasonable basis. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market LoanLoans, the adoption or taking effect of any applicable law, rule rule, treaty or regulation, or any change thereinin any applicable law, rule, directive, decision, treaty or regulation, or any change in the interpretation interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (“Change in Law”), or compliance by any Bank (or its Applicable Lending Office) with any request request, decision or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, liquidity, insurance assessment charge or assessment, or similar requirement (including any compulsory loan requirement) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London applicable offshore interbank market any other condition condition, cost or expenses (other than Taxes) affecting its Fixed Rate Loans, its Notes Notes, or its obligation to make Fixed Rate Loans; Loans or 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, 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 Bank (or its Applicable Lending Office) of making making, continuing, converting or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretothereto or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise), by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction reduction. For purposes hereof, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to be a change after the date hereof, regardless of the date enacted, implemented, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (including or any amount successor or amounts equal similar authority) or the United States financial regulatory authorities or foreign regulatory authorities, in each case pursuant to Basel III shall be deemed to be such a change regardless of the date adopted, issued, promulgated or implemented (each a “Regulatory Change”), provided, however, that if the applicable Bank shall have implemented changes prior to the Closing Date in response to any taxes on such requests, rules, guidelines or directives, then the overall net income of such Bank payable by such Bank same shall not be deemed to be a change after the date hereof with respect to the amount of payments required to be made pursuant to this Section 8.03(a))such Bank. (b) If any Bank determines that shall have determined that, after the date hereof, the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereinliquidity requirements, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereofincluding any Regulatory Change, will has or would have the effect of increasing reducing the amount rate of return on capital required or expected to be maintained by of such Bank based on the existence (or its Parent) as a consequence of such Bank's Commitment ’s obligations hereunder to a level below that which such Bank (or its obligations hereunderParent) could have achieved but for such adoption, it will notify the Borrower. This determination will be made on a Bank change, request or directive (taking into consideration its policies with respect to capital or liquidity requirements) by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner an amount deemed by such Bank to similarly situated borrowers (which are parties be material, then from time to credit or loan documentation containing a provision similar to this Section 8.03(b))time, as determined within 15 days after demand by such Bank in its reasonable discretion. Each Bank's determination of compensation (with a copy to the Administrative Agent), which demand shall be conclusive if made accompanied by a certificate showing, in accordance with this provision. Each Bankreasonable detail, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costsamount or amounts, although the failure Borrower shall pay to give any such notice shall not release Bank such additional amount or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)amounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section (although failure or delay on the part of any Bank to provide such notice or to demand compensation pursuant to this Section, after receiving notice of increased cost or reduced rate of return, shall not constitute a waiver of such Bank’s right to demand such compensation unless such failure materially prejudices Borrower’s rights hereunder) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable new law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency in connection therewith: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Loans or its obligation to make Fixed Rate LoansCommitment, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes Loans or its obligation to make Fixed Rate LoansCommitment; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate LoanLoan to any Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after upon demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Administrative Operations Agent), the such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines shall determine that the adoption of any change in any existing applicable law, rulerule or regulation or any new law, rule or regulation, guideline or request concerning regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of return on capital required or expected to be maintained by of such Bank based on the existence (or its parent corporation) as a consequence of such Bank's Commitment obligations hereunder to a level below that which such Bank (or its obligations hereunderparent corporation) could have achieved but for such law, it will notify the Borrower. This determination will be made on a Bank change, request or directive (taking into consideration its policies with respect to capital adequacy) by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner an amount deemed by such Bank to similarly situated borrowers (which are parties be material, then from time to credit or loan documentation containing a provision similar to this Section 8.03(b))time, as determined upon demand by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance (with this provision. Each Bank, upon determining that any increased costs will be payable pursuant a copy to this Section 8.03(bthe Operations Agent), each Borrower shall pay to such Bank such additional amount or amounts as will give prompt written notice thereof to the Borrower, which notice shall show the basis compensate such Bank (or its parent corporation) for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the each Borrower and the Administrative Operations Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulationregulation (and for purposes of this Agreement, the Xxxx-Xxxxx Act and the Basel III Rules are deemed to have been adopted and gone into effect after the date hereof), or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Eurodollar Loans, its Notes Notes, or its obligation to make Fixed Rate Eurodollar Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or; (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurodollar Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Eurodollar Loans, its Notes Notes, or its obligation to make Fixed Rate Eurodollar Loans; or (iii) shall subject any Lender (or its Lending Office) to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its Loans, its Notes, or its obligation to make any Loans, 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 Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Eurodollar Loan, or, in the case of Taxes, any Loan, or participating therein, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note any other Loan Document with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay or cause the relevant Loan Party to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity (and for purposes of this Agreement, the Xxxx-Xxxxx Act and the Basel III Rules are deemed to have been adopted and gone into effect after the date hereof), or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent A certificate of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank Lender claiming compensation under this Section shall furnish a certificate to the Borrower 10.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, (a) the Borrower shall not be obligated to compensate any Lender for any increased costs or reductions incurred more than 90 days prior to the date the Lender, as the case may be, notifies the Borrower of its intention to claim compensation therefor and (b) no Lender shall be entitled to claim any amounts pursuant to this Section 10.3, unless such Lender is then generally claiming or generally will claim such amounts in similar circumstances under comparable credit facilities with similar provisions to this Section 10.3 to which it is a party with borrowers that are similarly situated to and of similar creditworthiness to the Borrower.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of or any change in any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency: (i) shall subject subjects any Bank Noteholder (or its Applicable Lending Payment Office) to any tax, duty or other charge with respect expense related to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loansany Note, or shall change the basis of taxation of payments to any Bank Noteholder (or its Applicable Lending Payment Office) of the principal of or interest on its Fixed Rate Loans Notes, or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located)Agreement; or (ii) shall imposeimposes, modify modifies or deem deems applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, imposes on any Bank Noteholder (or its Applicable Lending Payment Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loansthe principal amount of the Notes held by it, its Notes or its obligation to make Fixed Rate Loansparticipation in any thereof; and the result of any of the foregoing is to increase the cost to such Bank Noteholder (or its Applicable Lending Payment Office) of making or maintaining any Fixed Rate LoanNote or participating therein, or to reduce the amount of any sum received or receivable by such Bank Noteholder (or its Applicable Lending Payment Office) in connection therewith under this Agreement or under its Note with respect theretoAgreement, by an amount deemed by such Bank Noteholder to be material, thenthen from time to time, within 15 thirty (30) days after demand by receipt of a certificate from such Bank Noteholder pursuant to subsection (with a copy to b) below setting forth in reasonable detail such determination and the Administrative Agent)basis thereof, the Borrower shall be obligated to pay to such Bank Noteholder such additional amount or amounts as will compensate such Bank Noteholder for such future increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of Noteholder seeks compensation under this Section 8.03(b). In determining such amount4.3, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on Noteholder shall give written notice to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations circumstances that entitle such Noteholder to pay increased costs pursuant to this Section 8.03(b). (c) Each Bank will promptly notify the Borrower and the Administrative Agent such compensation. A certificate of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank Noteholder claiming compensation under this Section shall furnish a certificate to the Borrower 4.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank Person may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan change in, or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any new, applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate LoansLoan, its Notes Note or its obligation to make Fixed Rate Loansa Loan, or shall change the basis of taxation of payments any amount payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans Loan (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender by the jurisdiction in which such Bank's Lender has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, compulsory advance, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office) or hereunder; or (iii) shall impose on any Bank such Lender (or its Applicable Lending Office) or the London applicable offshore interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate LoansLoan; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, portion of its Loan as part of a Eurodollar Tranche or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoAgreement, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to then the Administrative Agent), the Borrower Company shall pay to such Bank Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If, after the date hereof, any Lender shall have determined that any change in, the adoption of any new, applicable law, rule or regulation regarding capital adequacy, or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand the Company shall pay to such Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank Any Lender claiming compensation under this Section 4.01 shall furnish a certificate to the Borrower Company and the Administrative Agent a statement setting forth the basis for, and a calculation in reasonable detail of, the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest error. In determining such amount, such Bank any Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, Law or any change therein, in any applicable Law or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofGovernmental Authority, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty Tax or other charge with respect to its Fixed any Eurodollar Rate LoansBorrowing, its Notes Notes, or its obligation to make Fixed loan Eurodollar Rate LoansBorrowings, or shall change the basis of taxation of payments any amounts payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Notes in respect of its Fixed any Eurodollar Rate Loans or its obligation to make Fixed Rate Loans Borrowings (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender by the jurisdiction in which such Bank's Lender has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the Reserve Requirement utilized in the 39 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) or shall impose on any Bank such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, this Agreement or its Notes or its obligation to make Fixed Rate Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, converting into, continuing, or maintaining any Fixed Eurodollar Rate Loan, Borrowings or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretoto any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), Borrower may, by an amount deemed by notice to such Bank to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 4.4 shall be applicable); PROVIDED, THAT such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If, after the date hereof, any Lender shall have determined that the adoption of any applicable Law regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such Bankit. A Bank Any Lender claiming compensation under this Section shall furnish to Borrower and Administrative Agent a certificate to the Borrower statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (xi) the date hereofintroduction of any new law, rule or regulation, or (ii) any change in the case of any Committed Loan interpretation or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption administration of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency in connection therewith: (i) shall subject any Bank (or its Applicable Lending Office) to any new tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate LoansCommitment, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate LoansCommitment; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after upon demand by such Bank and delivery to the Borrower of the certificate required by clause (c) hereof (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines shall determine that the adoption of any change in any existing applicable law, rulerule or regulation or any new law, rule or regulation, guideline or request concerning regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of return on capital required or expected to be maintained by of such Bank based on the existence (or its parent corporation) as a consequence of such Bank's Commitment obligations hereunder to a level below that which such Bank (or its obligations hereunderparent corporation) could have achieved but for such law, it will notify the Borrower. This determination will be made on a Bank change, request or directive (taking into consideration its policies with respect to capital adequacy) by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner an amount deemed by such Bank to similarly situated borrowers (which are parties be material, then from time to credit or loan documentation containing a provision similar to this Section 8.03(b))time, as determined upon demand by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance (with this provision. Each Bank, upon determining that any increased costs will be payable pursuant a copy to this Section 8.03(bthe Agent), the Borrower shall pay to such Bank such additional amount or amounts as will give prompt written notice thereof to the Borrower, which notice shall show the basis compensate such Bank (or its parent corporation) for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to its Fixed any Eurodollar Rate Loans, its Notes Note, or its obligation to make Fixed Eurodollar Rate Loans, or shall change the basis of taxation of payments any amounts payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed Rate Loans or its obligation to make Fixed any Eurodollar Rate Loans (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender by the jurisdiction in which such Bank's Lender has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), any Bank including the Revolving Credit Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Loan, Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Eurodollar Rate Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), then the Borrower shall pay to such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction reduction. If any Lender requests compensation by the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (including any amount or amounts equal with a copy to any taxes on the overall net income Agent), suspend the obligation of such Bank payable by such Bank Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the amount of payments required event or condition giving rise to such request ceases to be made pursuant in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to this Section 8.03(a))receive the compensation so requested. (b) If If, after the date hereof, any Bank determines Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline or request concerning regulation regarding capital adequacy, adequacy or any change therein, therein or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of capital required or expected to be maintained by such Bank based return on the existence capital of such BankLender or any corporation controlling such Lender as a consequence of such Lender's Commitment obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its obligations hereunderpolicies with respect to capital adequacy), it will notify then from time to time upon demand the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 4.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such Bankit. A Bank Any Lender claiming compensation under this Section 4.1 shall furnish a certificate to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable lawLaw, rule rule, or regulation, or any change thereinin any applicable Law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of lawLaw) of any such authorityGovernmental Authority, central bank bank, or comparable agency: (i) shall subject any such Bank (or its Applicable Lending Office) to any taxTax, duty duty, or other charge with respect to its Fixed Rate any Eurodollar Loans, its Notes Note, or its obligation to make Fixed Rate Eurodollar Loans, or shall change the basis of taxation of payments any amounts payable to any such Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed Rate Loans or its obligation to make Fixed Rate any Eurodollar Loans (except for changes in the rate of tax other than Taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's Bank has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Bank (or credit extended byits Applicable Lending Office), any including the Commitment of such Bank hereunder; or (iii) shall impose on such Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate LoansNote or any of such extensions of credit or liabilities or commitments; 37 and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Loan, Eurodollar Loans or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Eurodollar Loans, then Borrower shall pay to such Bank on demand such amount or amounts as will compensate such Bank for such increased cost or reduction. If any Bank requests compensation by Borrower under this Section 4.1(a), Borrower may, by an amount deemed by such Bank notice to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make or Continue Eurodollar Loans, or to Convert all or part of the Base Rate Loan owing to such Bank to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) If, after the date hereof, any Bank shall have determined that the adoption of any applicable Law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank or any corporation controlling such Bank as a consequence of such Bank's obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 4.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bankit. A Any Bank claiming compensation under this Section 4.1 shall furnish to Borrower and Administrative Agent a certificate to the Borrower statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (xi) the date hereof, in the case of any Committed Ratable Loan or any obligation to make Committed Ratable Loans or (yii) the date of the related Money Market Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurocurrency Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentagewith respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.17), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or any LC Issuer or shall impose on any Bank Lender (or its Applicable Lending Office) or any LC Issuer or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Eurocurrency Loans, its Notes Note, the Facility LCs or its obligation to make Fixed Rate Loans; Eurocurrency Loans or to issue or participate in Facility LCs and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) or such LC Issuer of making or maintaining any Fixed Rate LoanEurocurrency Loan or issuing or participating in Facility LCs, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) or such LC Issuer under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank Lender or such LC Issuer to be material, then, within 15 days after demand by such Bank Lender or such LC Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender or such LC Issuer such additional amount or amounts as will compensate such Bank Lender or such LC Issuer for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines that Lender or any LC Issuer shall have determined that, after (i) the date hereof, in the case of any Ratable Loan or any obligation to make Ratable Loans or (ii) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on capital of such Lender or such LC Issuer (or its Parent) as a consequence of such Lender’s or such LC Issuer’s obligations hereunder to a level below that which such Lender (or its Parent) or such LC Issuer could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount of capital required deemed by such Lender or expected such LC Issuer to be maintained material, then from time to time, within 15 days after demand by such Bank based on Lender or such LC Issuer (with a copy to the existence of Agent), the Borrower shall pay to such Bank's Commitment hereunder Lender or such LC Issuer such additional amount or amounts as will compensate such Lender or such LC Issuer (or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand Parent) for such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank Lender and each LC Issuer will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender or such LC Issuer to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender or such LC Issuer, be otherwise significantly disadvantageous to such BankLender or such LC Issuer. A Bank certificate of any Lender or any LC Issuer claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender or such LC Issuer may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loanthis Amended Agreement, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Currency Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagewith respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank such Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Euro-Currency Loans, its Notes Note(s) or its obligation to make Fixed Rate Loans; Euro-Currency Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate LoanEuro-Currency Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Note(s) with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines that Lender shall have determined that, after the date of this Agreement, the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Lender to be maintained material, then from time to time, within 15 days after demand by such Bank based on Lender (with a copy to the existence of Administrative Agent), the Company shall pay to such Bank's Commitment hereunder Lender such additional amount or amounts as will compensate such Lender (or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand Parent) for such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank Lender will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 8.03 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such BankLender. A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower 8.03 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in any Funding Source or the case LC Bank shall be charged any fee, expense or increased cost (other than taxes) on account of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulationregulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: agency or on account of the adoption of any change in (ior change in the interpretation of) shall subject any generally accepted accounting principles or regulatory account principles applicable to such Funding Source or the LC Bank (a “Regulatory Change”): (a) that subjects (or its Applicable Lending Officehas the effect of subjecting) any Funding Source or the LC Bank to any tax, duty charge or other charge with respect to its Fixed Rate Loans, its Notes withholding on or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Funding Agreement or a Funding Source’s obligations under a Funding Agreement or any such requirement included in an Letter of Credit, as applicable, or on or with respect to the Receivables, or (b) that imposes, modifies or deems applicable Euro-Dollar Reserve Percentage)(or has the effect of imposing, modifying or deeming applicable) any reserve assessment, insurance charge, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof a Funding Source or the LC Bank, or credit extended byby a Funding Source or the LC Bank pursuant to a Funding Agreement or a Letter of Credit, any Bank as applicable or (c) that imposes (or its Applicable Lending Officehas the effect of imposing) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans; and the result of any of the foregoing which is to increase the cost to such a Funding Source or the LC Bank (of performing its obligations under a Funding Agreement or a Letter of Credit, as applicable, or to reduce the rate of return on a Funding Source’s or the LC Bank’s capital as a consequence of its Applicable Lending Office) obligations under a Funding Agreement or a Letter of making or maintaining any Fixed Rate LoanCredit, as applicable, or to reduce the amount of any sum received or receivable by such a Funding Source or LC Bank (or its Applicable Lending Office) under this a Funding Agreement or under its Note with respect theretoa Letter of Credit, as applicable or to require any payment calculated by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect reference to the amount of payments required interests or loans held or interest received by it, then, promptly upon demand by the Administrator, the Seller shall pay to the Administrator, for the benefit of the relevant Funding Source or LC Bank, as applicable, such amounts charged to such Funding Source or the LC Bank or such amounts to otherwise compensate such Funding Source or the LC Bank for such increase costs or such reduction; provided, however, that no Funding Source or LC Bank shall be made pursuant entitled to any compensation for any increased costs under this Section 8.03(a)). (b) If 10.2 unless the Administrator, such Funding Source or the LC Bank delivers a reasonably detailed certificate to the Seller setting forth the amounts and the basis for such increased costs. For avoidance of doubt, any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof implementation of Accounting Research Bulleting No. 51 by any governmental authority, central bank or comparable agency, occurring the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities) promulgated after the date hereofhereof shall constitute an adoption, will have the effect of increasing the amount of capital required change, request or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonabledirective, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation any implementations thereof shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)a “Regulatory Change. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank claiming compensation under this Section shall furnish a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.”

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case any Affected Entity shall be charged any fee, expense or increased cost on account of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulationregulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change thereintherein in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank authority or comparable agency: agency (a “Regulatory Change”): (i) shall subject which subjects any Bank (or its Applicable Lending Office) Affected Entity to any tax, duty charge or other charge withholding on or with respect to its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate Loansan Affected Entity’s obligations under this Agreement, or shall change on or with respect to the Receivables, or changes the basis of taxation of payments to any Bank (or its Applicable Lending Office) Affected Entity of the principal of or interest on its Fixed Rate Loans or any other amounts due payable under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank an Affected Entity) or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall imposewhich imposes, modify modifies or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)insurance charge, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Entity, or credit extended by, any Bank by an Affected Entity pursuant to this Agreement or (or its Applicable Lending Officeiii) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market which imposes any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans; and the result of any of the foregoing which is to increase the cost to such Bank (an Affected Entity of performing its obligations under this Agreement, or to reduce the rate of return on an Affected Entity’s capital as a consequence of its Applicable Lending Office) of making or maintaining any Fixed Rate Loanobligations under this Agreement, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) an Affected Entity under this Agreement or under its Note with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by such Bank to be materialit, then, within 15 days after upon demand by such Bank (with a copy to the Administrative Agent)applicable Purchaser, the Borrower Seller shall pay to such Bank Purchaser, for the benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or amounts as will compensate such Affected Entity for such reduction; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for such increased cost International Settlements, the Basel Committee on Banking Supervision (or reduction (including any amount successor or amounts equal similar authority) or the United States or foreign regulatory authorities, in each case pursuant to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required Basel III, shall in each case be deemed to be made pursuant a Regulatory Change subject to this Section 8.03(a))10.2(a) regardless of the date enacted, adopted or issued. (b) If any Bank determines that the adoption Payment of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable sum pursuant to this Section 8.03(b), will give prompt written notice thereof 10.2 shall be made by the Seller to the Borrowerapplicable Purchaser, which notice shall show for the basis for calculation benefit of such increased coststhe relevant Affected Entity, although the failure to give not later than ten (10) days after any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b). (c) Each Bank will promptly notify the Borrower and the Administrative Agent demand is made. A certificate of any event of which it has knowledgeAffected Entity, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank signed by an authorized officer claiming compensation under this Section shall furnish a certificate to the Borrower 10.2 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder, for its benefit and explaining the manner in which such amount was determined shall be conclusive in presumptive evidence of the absence of amount to be paid, absent manifest error. In determining Amounts under this Section 10.2 may be demanded at any time within 180 days after the incurrence of such amountamount without regard to the timing of issuance of any financial statement by Seller, such Bank may use any reasonable averaging and attribution methodsPurchaser or any Affected Entity.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereofEffective Date, in the case of any Committed Loan or L/C Credit Extension or any obligation to make or participate in Committed Loans or L/C Credit Extensions or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw shall: (i) shall subject impose on any Bank (Party or its Applicable Lending Office) to the London interbank market any taxother condition, duty cost or other charge with respect to its Fixed Rate Loans, its Notes expense affecting this Agreement or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of made by such Bank Party or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located)participation therein; or (ii) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Taxes described in clauses (c) and (d) of Excluded Taxes and (C) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (iii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Euro‑Dollar Loan any such requirement included in an applicable Euro-Dollar Euro‑Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Party (or its Applicable Lending Office) or shall impose on any Bank Party (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate LoansLoans or make or participate in L/C Credit Extensions; and the result of any of the foregoing is to increase the cost to such Bank Party (or its Applicable Lending Office) of making or maintaining any Fixed Rate LoanLoan or any L/C Credit Extension (or participation therein), or to reduce the amount of any sum received or receivable by such Bank Party (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank Party to be material, then, within 15 days after demand following the Borrower’s receipt of the certificate referenced in clause (c) by such Bank Party or such other Recipient (with a copy to the Administrative Agent), (i) the Borrower shall pay to such Bank Party such additional amount or amounts as will compensate such Bank Party or such other Recipient for such increased cost or reduction suffered (including any amount or amounts equal to any taxes on the overall net income of such Bank Party or such other Recipient payable by such Bank Party or such other Recipient with respect to the amount of payments required to be made pursuant to this Section 8.03(a)) as reasonably determined by such Bank Party (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and only if such additional amount or amounts are passed on in a similar manner by such Bank Party to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(a), as determined by such Bank Party in its reasonable discretion, or (ii) convert such Bank Party’s Loans so affected by such Change in Law to Base Rate Loans and pay any related breakage costs pursuant to Section 2.14 and any accrued increased costs pursuant to this Section 8.03). (b) If any a Bank Party, other than a Defaulting Bank, determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change Change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereofLaw, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank Party based on the existence of such Bank's Bank Party’s Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Party-by-Bank Party basis. The Borrower will shall (i) within 15 days following the Borrower’s receipt of the certificate referenced in clause (c) pay to each Bank Party on demand such additional amounts as are necessary to compensate for the increased cost to such Bank Party as a result of the event described any Change in the first sentence of Law or (ii) convert such Bank Party’s Loans so affected by such Change in Law to a Base Rate Loan and pay any related breakage costs pursuant to Section 2.14 and any accrued increased costs pursuant to this Section 8.03(b)8.03. In determining such amount, such Bank Party will act reasonably and in good faith (and not on an arbitrary or capricious basis) and will use averaging and attribution methods which are reasonable, and such Bank Party will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank Party to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank Party in its reasonable discretion. Each Bank's Bank Party’s determination of compensation shall be conclusive if made in accordance with this provision. Each BankBank Party, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's ’s obligations to pay increased costs pursuant to this Section 8.03(b). (c) Each Bank Party will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Party to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankBank Party, be otherwise disadvantageous to such BankBank Party. The Borrower hereby agrees to pay the reasonable costs and expenses incurred by such Bank Party in connection with any such designation. A Bank Party claiming compensation under this Section shall furnish a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Party may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank Party to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Bank Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Bank Party pursuant to this Section 8.03 for any increased costs or reductions incurred more than six months prior to the date that such Bank Party notifies the Borrower and the Administrative Agent of the Change in Law giving rise to such increased costs or reductions and of such Bank Party’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions are retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market LoanClosing Date, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)Board, special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans), its Notes evidencing SOFR Loans, or its obligation to make Fixed Rate SOFR Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to y) Taxes described in clauses (ii) through (iv) of the Administrative Agentdefinition of “Excluded Taxes” and (z) Connection Income Taxes), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank shall constitute “Increased Costs” payable by such Bank with respect to the amount of payments required to be made Borrower pursuant to this Section 8.03(a))Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower. (b) If any Bank determines that Lender shall have determined that, after the Closing Date, the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding liquidity or capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on capital of such Lender as a consequence of such Xxxxxx’s obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Lender to be maintained material, then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Bank based on Lender (with a copy to the existence of such Bank's Commitment hereunder or its obligations hereunderAdministrative Agent, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand Collateral Agent and S&P), such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on reduction (to the Borrower only if such costs extent funds are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made available therefor in accordance with this provision. Each Bank, upon determining that any increased costs will be the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)Sections 9.1(a) and 6.4. (c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereofClosing Date, which will entitle such Bank Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, not be otherwise disadvantageous to such BankLender. A Bank certificate of any Lender claiming compensation under this Section shall furnish a certificate to the Borrower 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder, which hereunder shall be delivered in connection with any request for compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the date on which the applicable Lender notifies the Borrower; provided that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. (d) Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions, (ii) pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (iii) in connection with the EU Risk Retention Requirements shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 11.3, regardless of the date enacted, adopted, issued or implemented; provided, however, that the Borrower shall not be responsible for any increased costs relating to the EU Risk Retention Requirements so long as the Retention Provider is in compliance with the requirements set forth in the Retention Letter. (e) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not be required to pay amounts to any Lender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Fixed Rate Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Fixed Rate Loans Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Fixed Rate Loans Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Fixed Rate Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Fixed Rate Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note any other Loan Document with respect thereto, by an amount deemed by such Bank to be material, then, within 15 60 days after written demand by such Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided, however, that the Borrower shall not be obligated to pay any such amount or amounts to the extent such additional cost or payment was incurred or paid by such Bank more than ninety (90) days prior to the date of the delivery of the certificate referred to in the immediately following sentence (nothing herein to impair or otherwise affect the Borrower's liability hereunder for costs or payments subsequently incurred or paid by such Bank). If a Bank makes such a claim for compensation, it shall provide to the Borrower (with a copy to the Agent) substantially concurrently with such demand a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined. (b) If, after the date hereof, any Bank or the Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has had the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 30 days after written demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction reduction; provided, however, that the Borrower shall not be obligated to compensate such Bank to the extent its rate of return was so reduced more than ninety (including any amount or amounts equal 90) days prior to any taxes on the overall net income date of such Bank payable by such Bank with respect demand (nothing herein to impair or otherwise affect the amount of payments required Borrower's liability hereunder to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change compensate for subsequent reductions in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result rate of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(breturn). (c) Each Bank will promptly notify the Borrower and the Administrative Agent A certificate of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank claiming compensation under this Section shall furnish a certificate to the Borrower 10.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest errorprima facie correct. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency: (i) shall subject any such Bank (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to its Fixed Rate any Loans, its Notes Note, or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments any amounts payable to any such Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans Note (except for changes in the rate of tax other than taxes imposed on the overall net income or capital of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's Bank has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Bank (or credit extended byits Applicable Lending Office), any including the Commitment of such Bank hereunder; or (iii) shall impose on such Bank (or its Applicable Lending Office) or shall impose on any Bank (the Canadian or its Applicable Lending Office) United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, converting into, continuing, or maintaining any Fixed Rate Loan, Eurodollar Loans or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Eurodollar Loans, in each case by an amount deemed material by such Bank, then the Borrower shall pay to such Bank such amount or amounts as will compensate such Bank for such increased cost or reduction, provided, that the Borrower will not be responsible for paying any amounts pursuant to this Section 3.3 accruing for a period greater than 180 days prior to the date that such Bank notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Bank's intention to claim compensation therefor; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be materialextended to include the period of retroactive effect thereof. If any Bank requests compensation by the Borrower under this Section 3.3(a), thenthe Borrower may, within 15 days after demand by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make or continue Loans of the Type with respect to which such compensation is requested, or to convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.6 shall be applicable); provided that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank or any corporation controlling such Bank as a consequence of such Bank's obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including reduction, provided, that the Borrower will not be responsible for paying any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after 3.3 accruing for a period greater than 180 days prior to the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by that such Bank based on notifies the existence Borrower of the circumstances giving rise to such increased costs or reductions and of such Bank's Commitment hereunder or its obligations hereunderintention to claim compensation therefor; provided further that, it will notify if the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost circumstances giving rise to such Bank as a result of increased costs or reductions is retroactive, then the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on 180-day period referred to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation above shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant extended to this Section 8.03(b), will give prompt written notice thereof to include the Borrower, which notice shall show the basis for calculation period of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)retroactive effect thereof. (c) Each Bank will shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will use reasonable efforts to designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to it. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Bank in connection with any such Bankdesignation. A Any Bank claiming compensation under this Section shall furnish do so in good faith on a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest errornondiscriminatory basis. In determining such amount, such Bank may use any reasonable averaging and attribution methods. A certificate of a Bank setting forth in reasonable detail such amount or amounts as shall be necessary to compensate such Bank as specified in this Section 3.3 may be delivered to the Borrower and the Agent and shall be conclusive absent manifest error. The Borrower shall pay to the Agent for the account of such Bank the amount shown as due on any such certificate within fifteen (15) days after its receipt of the same.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation (other than any such adoption or change relating to Taxes or Other Taxes, the compensation for which is governed by Section 4.6), or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank bank, or comparable agency: (i) shall subject impose, modify, or deem applicable any Bank reserve, special deposit, assessment, or similar requirement (other than the reserve requirement contemplated by Section 4.1(e)) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office) to any tax), duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change including the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income Revolving Credit Commitment of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located)Lender hereunder; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any impose on such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation any Note issued to make Fixed Rate Loansit or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Loan, Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its any Note issued to it with respect theretoto any Fixed Rate Loans or Letters of Credit, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), then the Borrower shall pay to such Bank Lender within 15 days of demand for such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction reduction. If any Lender requests compensation by the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (including any amount or amounts equal with a copy to any taxes on the overall net income Agent), suspend the obligation of such Bank payable by such Bank Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the amount of payments required event or condition giving rise to such request ceases to be made pursuant in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to this Section 8.03(a))receive the compensation so requested. (b) If If, after the date hereof, any Bank determines Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline or request concerning regulation regarding capital adequacy, adequacy or any change therein, therein or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of return on the capital required of such Lender or expected any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder to be maintained a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time within 15 days after demand by such Bank based on Lender (with a copy to the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify Agent) the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 4.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such Bankit. A Bank Any Lender claiming compensation under this Section 4.1 shall furnish a certificate to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder and the calculation thereof in reasonable detail which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under clauses (a) or (b) above with respect to increased costs or reduction in return on capital with respect to any period prior to the date that is three months prior to such request if such Lender knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions in return on capital and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions in capital; provided further that the foregoing limitation shall not apply to any increased costs or reductions in return on capital arising out of the retroactive application of any law, rule, guideline or directive as aforesaid within such three month period. (e) The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable lawLaw, rule rule, or regulation, or any change thereinin any applicable Law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender Party (or its Applicable Lending Office) with any request or directive (whether or not having the force of lawLaw) of any such authorityGovernmental Authority, central bank bank, or comparable agency: (i) shall subject any Bank such Lender Party (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to its Fixed Rate any US Dollar Eurodollar Loans or Competitive Bid Loans, its Notes or its obligation to make Fixed Rate US Dollar Eurodollar Loans, or shall change the basis of taxation of payments any amounts payable to any Bank such Lender Party (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed Rate any US Dollar Eurodollar Loans or its obligation to make Fixed Rate Competitive Bid Loans (except for changes in the rate of tax other than taxes (including franchise taxes) imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender Party by the jurisdiction in which such Bank's Lender Party has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Adjusted US Dollar Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender Party (or its Applicable Lending Office), including the commitment of such Lender Party hereunder; or (iii) or shall impose on any Bank such Lender Party (or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement or its Fixed Rate Loans, its US Notes or its obligation to make Fixed Rate Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender Party (or its Applicable Lending Office) of making making, converting into, continuing, or maintaining any Fixed Rate Loan, US Dollar Eurodollar Loans or Competitive Bid Loans or to reduce the amount of any sum received or receivable by such Bank Lender Party (or its Applicable Lending Office) under this Agreement or under its Note US Notes with respect theretoto any US Dollar Eurodollar Loans or Competitive Bid Loans, then US Borrower shall pay to such Lender Party on demand such amount or amounts as will compensate such Lender Party for such increased cost or reduction. If any Lender Party requests compensation by US Borrower under this Section 3.2(a), US Borrower may, by an amount deemed by notice to such Bank to be material, then, within 15 days after demand by such Bank Lender Party (with a copy to the Administrative US Agent), suspend the obligation of such Lender Party to make or continue US Loans of the Type with respect to which such compensation is requested, or to convert US Loans of any other Type into US Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.5 shall be applicable); provided that such suspension shall not affect the right of such Lender Party to receive the compensation so requested. (b) If, after the date hereof, any Lender Party shall have determined that the adoption of any applicable Law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender Party or any corporation controlling such Lender Party as a consequence the obligations of such Lender Party hereunder to a level below that which such Lender Party or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand US Borrower shall pay to such Bank Lender Party such additional amount or amounts as will compensate such Bank Lender Party for such increased cost or reduction reduction, but only to the extent that such Lender Party has not been compensated therefor by any increase in the Adjusted US Dollar Eurodollar Rate; provided that if such Lender Party fails to give notice to US Borrower of any additional costs within ninety (including any amount or amounts equal 90) days after it has actual knowledge thereof, such Lender Party shall not be entitled to any taxes compensation for such additional costs incurred more than ninety (90) days prior to the date on the overall net income of such Bank payable which notice is given by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)Lender Party. (c) Each Bank will US LC Issuer and each Lender Party shall promptly notify the US Borrower and the Administrative US Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle US LC Issuer or such Bank Lender Party to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender Party, be otherwise disadvantageous to such Bankit. A Bank US LC Issuer or any Lender Party claiming compensation under this Section shall furnish to US Borrower and US Agent a certificate to the Borrower statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, US LC Issuer or such Bank Lender Party shall act in good faith and may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (aA) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market LoanClosing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency (a "Change in Law"): (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Eurocurrency Loans, Swingline Loans (other than Swingline Loans bearing a floating rate of interest made to the Company), its Notes Note, its Letters of Credit, or its obligation to make Fixed Rate LoansEurocurrency Loans or such Swingline Loans or to issue any such Letters of Credit, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans Eurocurrency Loans, such Swingline Loans, Reimbursement Obligations or any other amounts due under this Agreement in respect of its Fixed Rate Loans Eurocurrency Loans, such Swingline Loans, such Letters of Credit or its obligation to make Fixed Rate Eurocurrency Loans or such Swingline Loans or issue such Letters of Credit (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office or franchise or similar taxes imposed by the United States of America or any State or political subdivision thereof or imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding excluding, with respect to any Euro-Dollar Eurocurrency Loan, Swingline Loan (other than Swingline Loans bearing a floating rate of interest made to the Company) or Letter of Credit, any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage, associated cost rate or other applicable reserve rate), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Eurocurrency Loans, such Swingline Loans, its Notes Note, its Letters of Credit or its obligation to make Fixed Rate LoansEurocurrency Loans or such Swingline Loans or to issue such Letters of Credit; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate LoanEurocurrency Loan or such Swingline Loan or of issuing any such Letters of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretothereto or under any Letter of Credit issued by such Bank, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the relevant Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction reduction; provided that, such Bank shall not be entitled to such compensation for increased costs or reductions incurred more than ninety (including 90) days prior to the date on which it actually demands (or notifies the relevant Borrower that it will demand) such compensation, provided, further that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect. If any amount Bank demands compensation under this subsection (A) in connection with a Eurocurrency Loan or amounts equal a Swingline Loan, the relevant Borrower may at any time, upon at least five (5) Eurocurrency Business Days' prior notice to any taxes on such Bank through the overall net income Agent, prepay in full each then outstanding affected Eurocurrency Loan or Swingline Loan, as applicable, of such Bank payable by Bank, together with accrued interest thereon to the date of prepayment. Concurrently with prepaying each such Eurocurrency Loan or Swingline Loan, as applicable, of such Bank, such Borrower shall borrow a Floating Rate Loan (or, if such Borrower shall so elect in its notice of prepayment, a Eurocurrency Loan or Swingline Loan of another type) in an equal principal amount from such Bank for an Interest Period coinciding with respect the remaining term of the Interest Period applicable to such Eurocurrency Loan or Swingline Loan, and such Bank shall make such a Loan notwithstanding any provision herein to the amount of payments required to be made pursuant to this Section 8.03(a))contrary. (bB) If any Bank determines that shall have determined that, after the Closing Date, the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of return on capital required or expected to be maintained by of such Bank based on the existence (or its Parent) as a consequence of such Bank's Commitment obligations hereunder to a level below that which such Bank (or its obligations hereunderParent) could have achieved but for such adoption, it will notify the Borrower. This determination will be made on a Bank change, request or directive (taking into consideration its policies with respect to capital adequacy) by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner an amount deemed by such Bank to similarly situated borrowers be material, then from time to time, within fifteen (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined 15) days after demand by such Bank (with a copy to the Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction; provided that such Bank shall not be entitled to such compensation for reductions incurred more than ninety (90) days prior to the date on which it actually demands (or notifies the Company that it will demand) such compensation, provided, further that if the Change in its reasonable discretion. Each Bank's determination of compensation Law giving rise to such reductions in retroactive, then the 90-day period referred to above shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant extended to this Section 8.03(b), will give prompt written notice thereof to include the Borrower, which notice shall show the basis for calculation period of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)retroactive effect thereof. (cC) Each Bank will promptly notify the Borrower Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereofClosing Date, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error, provided that the determination of such amount or amounts is made on a reasonable basis. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereofIf, a Change in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by the Administrative Agent, any Lender, Swingline Lender or Issuing Bank (or its Applicable applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority issued after the date hereof (or, if later, after the date the Administrative Agent, such authoritySwingline Lender, central bank such Issuing Bank, or comparable agency:such Lender becomes the Administrative Agent, an Issuing Bank, a Swingline Lender or a Lender): (i) shall subject subjects any Lender, Swingline Lender or Issuing Bank (or its Applicable applicable Lending Office) to any tax, duty or other charge with respect related to its Fixed Rate Loansany Eurodollar Loan, its Notes Reimbursement Obligation, or its obligation to make Fixed Rate Loansadvance or maintain Eurodollar Loans or issue any Letter of Credit, or shall change the basis of taxation of payments to any Lender, Swingline Lender or Issuing Bank (or its Applicable applicable Lending Office) of the principal of or interest on its Fixed Rate Loans Eurodollar Loans, Letters of Credit or Reimbursement Obligation or any participations in any thereof, or any other amounts due under this Agreement in respect related to its Eurodollar Loans, Letters of its Fixed Rate Loans Credit, Reimbursement Obligations or participations therein, or its obligation to make Fixed Rate Loans Eurodollar Loans, issue Letters of Credit, or acquire participations therein (except in each case for changes in the rate of tax on the overall net income of such Bank with respect to (a) taxes that are not Indemnified Taxes, (b) Indemnified Taxes, or its Applicable Lending Office imposed (c) any other taxes otherwise governed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is locatedSection 10.3); or; (ii) shall imposeimposes, modify modifies or deem deems applicable any reserve reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to for any Euro-Dollar Eurodollar Loan any such requirement included in an applicable Euro-Dollar Statutory Reserve Percentage), special deposit, insurance assessment or similar requirement Rate) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender, Swingline Lender or Issuing Bank (or its Applicable applicable Lending Office) or shall impose imposes on any Lender, Swingline Lender or Issuing Bank (or its Applicable Lending Office) or on the interbank market any other condition affecting its Eurodollar Loans, Letters of Credit, any Reimbursement Obligations owed to it, or its participations in any thereof, or its obligation to advance or maintain Eurodollar Loans, issue Letters of Credit or participate in any thereof; or (iii) imposes on any Lender, any Swingline Lender or any Issuing Bank or the London interbank market any other condition condition, cost or expense (other than taxes) affecting its Fixed Rate Loansthis Agreement or Loans made by such Lender, its Notes Swingline Lender or its obligation to make Fixed Rate LoansIssuing Bank or any Letter of Credit or participation therein; and the result of any of the foregoing is to increase the cost to such Lender, Swingline Lender or Issuing Bank (or its Applicable applicable Lending Office) of making making, converting to, continuing or maintaining any Fixed Rate Loan, or to increase the cost to such Lender, such Swingline Lender or such 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 sum received or receivable by such Lender, Swingline Lender or Issuing Bank (or its Applicable applicable Lending Office) (whether of principal, interest or any other amount) in connection therewith under this Agreement or under its Note with respect theretoNote, by an amount deemed by such Lender, Swingline Lender or Issuing Bank to be material, then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by receipt of a certificate from such Lender, Swingline Lender or Issuing Bank (with a copy to the Administrative Agent)) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Company shall be obligated to pay (or cause the applicable Designated Borrower shall pay to pay) to such Lender, Swingline Lender or Issuing Bank such additional amount or amounts as will compensate such Lender, Swingline Lender or Issuing Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines that the adoption of any applicable lawIf, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will the Administrative Agent, any Lender, any Swingline Lender or any Issuing Bank reasonably determines that a Change in Law affecting the Administrative Agent, such Lender, Swingline Lender or Issuing Bank or any lending office of such Lender or Swingline Lender or such Lender’s, Swingline Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of increasing reducing the rate of return on such Lender’s, Issuing Bank’s or Swingline Lender’s capital or on the capital of such Lender’s, Issuing Bank’s or Swingline Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender, the Swingline Commitments of such Swingline Lender or the Loans or Swingline Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender or Swingline Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender, Swingline Lender or Issuing Bank or such Lender’s, Swingline Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s or Swingline Lender’s policies and the policies of such Lender’s, Issuing Bank’s or Swingline Lender’s holding company) by an amount of capital required reasonably deemed by such Lender, Issuing Bank or expected Swingline Lender to be maintained by material, then, subject to Section 8.3(c), from time to time, within thirty (30) days after its receipt of a certificate from such Lender, Issuing Bank based on or Swingline Lender (with a copy to the existence Administrative Agent) pursuant to Section 8.3(c) below setting forth in reasonable detail such determination and the basis thereof, the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender, Issuing Bank or Swingline Lender such additional amount or amounts as will compensate such Lender, Issuing Bank or Swingline Lender for such reduction suffered or the applicable Borrower may prepay all Eurodollar Loans of such Bank's Commitment hereunder Lender or its obligations hereunder, it will notify obtain the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand cancellation of all such additional amounts as are necessary to compensate for the increased cost to such Bank as a result Letters of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)Credit. (c) Each of the Administrative Agent, the Lenders, the Swingline Lenders and the Issuing Banks that determines to seek compensation under this Section 8.3 shall give written notice to the Company and, in the case of a Lender, a Swingline Lender or an Issuing Bank will promptly notify other than the Borrower and Administrative Agent, the Administrative Agent of the circumstances that entitle the Administrative Agent, such Lender, such Swingline Lender or such Issuing Bank to such compensation no later than ninety (90) days after the Administrative Agent, such Lender, such Swingline Lender or such Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event no Borrower shall have any obligation to pay any amount with respect to claims accruing prior to the ninetieth day preceding such written demand; provided that if the basis or circumstances in respect of which it has knowledgeSection 8.3 giving rise to such compensation is retroactive, occurring after then such 90-day period referred to in this sentence shall be extended to include the date hereofperiod with retroactive effect thereof. Each of the Administrative Agent, which will entitle such Bank the Lenders, the Swingline Lenders and the Issuing Banks shall use reasonable efforts to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation compensation, and any payment under Section 3.3, including, without limitation, the designation of a different Lending Office, if such action or designation will not, in the sole judgment of the Administrative Agent, such BankLender, such Swingline Lender or such Issuing Bank made in good faith, be otherwise disadvantageous to such Bankit; provided that the foregoing shall not in any way affect the rights of any Lender, any Swingline Lender or any Issuing Bank or the obligations of the Borrowers under this Section 8.3. A Bank certificate of the Administrative Agent, any Lender, any Swingline Lender or any Issuing Bank, as applicable, claiming compensation under this Section shall furnish a certificate to the Borrower 8.3, and setting forth the additional amount or amounts to be paid to it hereunderhereunder and accompanied by a statement prepared by the Administrative Agent, which such Lender, such Swingline Lender or such Issuing Bank, as applicable, describing in reasonable detail the calculations thereof shall be conclusive in prima facie evidence of the absence of manifest errorcorrectness thereof. In determining such amount, such Lender, such Swingline Lender or such Issuing Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change thereinapplicable, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofGovernmental Authority, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty Tax or other charge with respect to its Fixed any Eurodollar Rate LoansBorrowing, its Notes Notes, or its obligation to make Fixed loan Eurodollar Rate LoansBorrowings, or shall change the basis of taxation of payments any amounts payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Notes in respect of its Fixed any Eurodollar Rate Loans or its obligation to make Fixed Rate Loans Borrowings (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender by the jurisdiction in which such Bank's Lender has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) or shall impose on any Bank such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, this Agreement or its Notes or its obligation to make Fixed Rate Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, converting into, continuing, or maintaining any Fixed Eurodollar Rate Loan, Borrowings or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretoto any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), Borrower may, by an amount deemed by notice to such Bank to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 4.4 shall be applicable); PROVIDED, THAT such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If, after the date hereof, any Lender shall have determined that the adoption of any applicable Law regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such Bankit. A Bank Any Lender claiming compensation under this Section shall furnish to Borrower and Administrative Agent a certificate to the Borrower statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank bank, or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to its any Fixed Rate Loans, its Notes Note, or its obligation to make Fixed Rate Eurodollar Loans, or shall change the basis of taxation of payments any amounts payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed Rate Loans or its obligation to make any Fixed Rate Loans (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender by the jurisdiction in which such Bank's Lender has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), any Bank including the Revolving Credit Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, this Agreement or its Notes or its obligation to make Fixed Rate Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Loan, Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretoto any Fixed Rate Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), then the Borrower shall pay to such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction reduction. If any Lender requests compensation by the Borrower under this Section 4.01(a), the Borrower may, by notice to such Lender (including any amount or amounts equal with a copy to any taxes on the overall net income Agent), suspend the obligation of such Bank payable by Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Loans of such Bank with respect Type, until the event or condition giving rise to the amount of payments required such request ceases to be made pursuant in effect (in which case the provisions of Section 4.04 shall be applicable); provided that such suspension shall not affect the right of such Lender to this Section 8.03(a))receive the compensation so requested. (b) If If, after the date hereof, any Bank determines Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline or request concerning regulation regarding capital adequacy, adequacy or any change therein, therein or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of capital required or expected to be maintained by such Bank based return on the existence capital of such BankLender or any corporation controlling such Lender as a consequence of such Lender's Commitment obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its obligations hereunderpolicies with respect to capital adequacy), it will notify then from time to time upon demand the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 4.01 for a period not greater than 180 days and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such Bankit. A Bank Any Lender claiming compensation under this Section 4.01 shall furnish a certificate to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive when made in good faith and in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Any claim for compensation under this Section 4.01 shall be made by the applicable Lender within 180 days after the date on which the officer of such Lender who has responsibility for compliance with the obligations under this Agreement knows or has reason to know of such Lender's right to any compensation under this Section 4.01 or, if any such Lender fails to deliver such demand within such 180-day period, such Lender shall only be entitled to compensation under this Section 4.01 from and after the date that is 180 days prior to the date such Lender delivers such demand.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, hereof in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, of deposits with or for the account of, of or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes Note or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines that shall have determined that, after the date hereof the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the date hereof, will Commitments hereunder do not constitute commitments with an original maturity of one year or less) has or would have the effect of increasing reducing the amount rate of return on capital required or expected to be maintained by of such Bank based on the existence (or its Parent) as a consequence of such Bank's Commitment obligations hereunder to a level below that which such Bank (or its obligations hereunderParent) could have achieved but for such adoption, it will notify the Borrower. This determination will be made on a Bank change, request or directive (taking into consideration its policies with respect to capital adequacy) by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner an amount deemed by such Bank to similarly situated borrowers (which are parties be material, then from time to credit or loan documentation containing a provision similar to this Section 8.03(b))time, as determined within 15 days after demand by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance (with this provision. Each Bank, upon determining that any increased costs will be payable pursuant a copy to this Section 8.03(bthe Agent), the Borrower shall pay to such Bank such additional amount or amounts as will give prompt written notice thereof to the Borrower, which notice shall show the basis compensate such Bank (or its Parent) for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, hereof which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, of such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to its Fixed any Eurodollar Rate Loans, its Notes Note, or its obligation to make Fixed Eurodollar Rate Loans, or shall change the basis of taxation of payments any amounts payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed Rate Loans or its obligation to make Fixed any Eurodollar Rate Loans (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender by the jurisdiction in which such Bank's Lender has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), any Bank including the Revolving Credit Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Eurodollar Rate Loan, Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Eurodollar Rate Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), then the Borrower shall pay to such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction reduction. If any Lender requests compensation by the Borrower under this SECTION 5.1(a), the Borrower may, by notice to such Lender (including any amount or amounts equal with a copy to any taxes on the overall net income Agent), suspend the obligation of such Bank payable by such Bank Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the amount of payments required event or condition giving rise to such request ceases to be made pursuant in effect (in which case the provisions of SECTION 5.4 shall be applicable); PROVIDED that such suspension shall not affect the right of such Lender to this Section 8.03(a))receive the compensation so requested. (b) If If, after the date hereof, any Bank determines Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline or request concerning regulation regarding capital adequacy, adequacy or any change therein, therein or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of capital required or expected to be maintained by such Bank based return on the existence capital of such BankLender or any corporation controlling such Lender as a consequence of such Lender's Commitment obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its obligations hereunderpolicies with respect to capital adequacy), it will notify then from time to time upon demand the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section SECTION 5.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such Bankit. A Bank Any Lender claiming compensation under this Section SECTION 5.1 shall furnish a certificate to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. (d) Each demand for compensation pursuant to this SECTION 5.1 shall be made not later than 180 days after the date on which the Person making the demand determines that such compensation is payable hereunder.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed LIBOR Rate Loans, its Notes Loans or the Note or its obligation to make Fixed LIBOR Rate Loans, Loans or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed LIBOR Rate Loans or any other amounts due under this Agreement or any other Loan Document in respect of its Fixed LIBOR Rate Loans Loans, or its obligation to make Fixed LIBOR Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan LIBOR Rate Loans any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed LIBOR Rate LoansLoans or the Note, its Notes or its obligation to make Fixed LIBOR Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed LIBOR Rate Loan, Loan or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note any other Loan Document with respect thereto, by an amount deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Administrative Agent)Bank, the Borrower shall be obligated to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any If, after the date hereof, Bank determines shall have determined that the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will have has had the effect of increasing reducing the rate of return on Bank's capital as a consequence of its obligations hereunder to a level below that which Bank could have achieved but for such adoption, change or compliance (taking into consideration Bank's policies with respect to capital adequacy) by an amount of capital required or expected deemed by Bank to be maintained material, then from time to time, within 30 days after demand by such Bank based on Bank, the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will shall pay to each Bank on demand such additional amount or amounts as are necessary to will compensate Bank for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent A certificate of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank claiming compensation under this Section shall furnish a certificate to the Borrower 10.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Eurodollar Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Fixed Rate Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Fixed Rate Loans Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Fixed Rate Loans Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office imposed by the jurisdiction in which such Bank's Lender’s principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurodollar Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Eurodollar Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Fixed Rate Eurodollar Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Eurodollar Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note any other Loan Document with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent A certificate of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank Lender claiming compensation under this Section shall furnish a certificate to the Borrower 9.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Eurodollar Loans, its Notes Notes, or its obligation to make Fixed Rate Eurodollar Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans Eurodollar Loans, or any other amounts due under this Agreement in respect of its Fixed Rate Loans Eurodollar Loans, or its obligation to make Fixed Rate Eurodollar Loans (except for changes in the rate of tax on the overall net income or profits of such Bank (or its Applicable Lending Office Office) imposed by the jurisdiction in which such Bank (or its Lending Office) is incorporated or in which such Bank's principal executive office or Applicable (Lending Office Office) is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurodollar Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Eurodollar Loans, its Notes Notes, or its obligation to make Fixed Rate Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction reduction; PROVIDED, HOWEVER, that such Bank shall promptly notify the Borrower of an event which might cause it to seek compensation, and the Borrower shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (including 90) days prior to the date such notice is given. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the applicable authority for any amount or amounts equal which were paid or reimbursed by the Borrower to any taxes on the overall net income of such Bank payable by hereunder, such Bank with respect shall refund such amount or amounts to the amount of payments required to be made pursuant to this Section 8.03(a))Borrower without interest. (b) If any Each Bank that determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of seek compensation under this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation 9.3 shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b). (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle such the Bank to such compensation pursuant to this Section 9.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower 9.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, hereof the adoption of or any change in any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any the Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Euro-Dollar Loans, its Quoted Rate Loans, its Notes or its obligation to make Fixed Euro-Dollar Loans or Quoted Rate Loans, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Euro-Dollar Loans or Quoted Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Euro-Dollar Loans or Quoted Rated Loans or its obligation to make Fixed Euro-Dollar Loans or Quoted Rate Loans (except except, in any such case, for changes in the rate of tax on the overall net income of such the Bank or its Applicable Lending Office imposed by the jurisdiction in which such the Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable to any Euro-Dollar Loan or Quoted Rate Loan any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Office) or shall impose on any the Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Euro-Dollar Loans or Quoted Rate Loans, its Notes or its obligation to make Fixed Euro-Dollar Loans or Quoted Rate Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Office) of making or maintaining any Fixed Euro-Dollar Loan or Quoted Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction. (b) If the Bank shall have determined that, after the date hereof, the adoption of or any change in any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the Bank (or any Person controlling the Bank) as a consequence of the Bank's obligations hereunder to a level below that which the Bank (or any Person controlling the Bank) could have achieved but for the adoption, change, request or directive (taking into consideration its policies with a copy respect to capital adequacy) by an amount deemed by the Administrative Agent)Bank to be material, then from time to time, within fifteen (15) days after demand by the Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate the Bank (or any Person controlling such Bank Bank) for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each The Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation pursuant to this Section 4.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such the Bank, be otherwise disadvantageous to such the Bank. A certificate of the Bank claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: : (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Eurocurrency Loans, its Notes Note, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Fixed Rate Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Fixed Rate Loans Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Fixed Rate Loans Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurocurrency Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Eurocurrency Loans, its Notes Note, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Fixed Rate Eurocurrency Loans, to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Eurocurrency Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Agent), the Borrower shall be obligated to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If, after the date hereof, any Bank or the Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable capital rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital, or on the capital of any corporation controlling such Bank, as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly that determines to seek compensation under this Section 9.3 shall notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle such the Bank to such compensation pursuant to this Section 9.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section shall furnish a certificate to the Borrower 9.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) shall subject any Bank (or its Applicable Lending Office) the Lender to any tax, duty duty, or other charge with respect to its Fixed Rate any Eurodollar Loans, its Notes the Note executed by the Borrower, or its obligation to make Fixed Rate Eurodollar Loans, or shall change the basis of taxation of payments any amounts payable to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due Lender under this Agreement or the Note in respect of its Fixed Rate Loans or its obligation to make Fixed Rate any Eurodollar Loans (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed the Lender by the jurisdiction in which such Bank's principal executive office the Lender has its Principal Office); (ii) shall impose or Applicable Lending Office is locatedmodify any reserve, special deposit, or similar requirement (other than the Reserve Requirement utilized in, the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, the Lender (including the Commitment); or (iiiii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (the Lender or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate Loansthe Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) the Lender of making making, Converting into, Continuing, or maintaining any Fixed Rate Loan, Eurodollar Loans or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) the Lender under this Agreement or under its the Note executed by the Borrower with respect theretoto any Eurodollar Loans or Money Market Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), then the Borrower shall pay to the Lender on demand such Bank such additional amount or amounts as will compensate such Bank the Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If any Bank determines the Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline or request concerning regulation regarding capital adequacy, adequacy or any change therein, therein or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority charged with the interpretation or administration thereof, central bank or comparable agencyany request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, occurring after the date hereof, will has or would have the effect of increasing reducing the rate of return on the capital of the Lender or any corporation controlling the Lender as a consequence of the Lender's obligations hereunder to a level below that which the Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy) by an amount of capital required or expected deemed by the Lender to be maintained by such Bank based on material, then from time to time upon demand the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will shall pay to each Bank on demand the Lender such additional amount or amounts as are necessary to will compensate the Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify A certificate of the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank Lender claiming compensation under this Section shall furnish a certificate to the Borrower and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest clearly demonstrable error. In determining such amount, such Bank the Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change thereinin any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to its Fixed any Eurodollar Rate Loans, its Notes Note, or its obligation to make Fixed Eurodollar Rate Loans, or shall change the basis of taxation of payments any amounts payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed Rate Loans or its obligation to make Fixed any Eurodollar Rate Loans (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender by the jurisdiction in which such Bank's Lender has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment or similar requirement against (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), any Bank including the 364 Day Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Loan, Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Eurodollar Rate Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), then the Borrower shall pay to such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction reduction. If any Lender requests compensation by the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (including any amount or amounts equal with a copy to any taxes on -------------- the overall net income Administrative Agent), suspend the obligation of such Bank payable by such Bank Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the amount of payments required event or condition giving rise to such request ceases to be made pursuant in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such ----------- -------- suspension shall not affect the right of such Lender to this Section 8.03(a))receive the compensation so requested. (b) If If, after the date hereof, any Bank determines Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline or request concerning regulation regarding capital adequacy, adequacy or any change therein, therein or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, occurring after the date hereof, will has or would have the effect of increasing reducing the amount rate of capital required or expected to be maintained by such Bank based return on the existence capital of such BankLender or any corporation controlling such Lender as a consequence of such Lender's Commitment obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its obligations hereunderpolicies with respect to capital adequacy), it will notify then from time to time upon demand the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 4.1 and ----------- will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to such Bankit. A Bank Any Lender claiming compensation under this Section 4.1 shall furnish a certificate to the ----------- Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Bank Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Fixed Rate Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Fixed Rate Loans Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Fixed Rate Loans Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Bank Lender or its Applicable Lending Office imposed by the jurisdiction in which such BankLender's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Loans, its Notes Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Fixed Rate Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note any other Loan Document with respect thereto, by an amount reasonably deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower Borrowers shall be obligated to pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a))reduction. (b) If If, after the date hereof, any Bank determines Lender or the Agent shall have determined that the adoption of any applicable law, rule, regulation, guideline rule or request concerning regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, occurring after the date hereof, will have has had the effect of increasing reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount of capital required or expected reasonably deemed by such Lender to be maintained material, then from time to time, within 15 days after demand by such Bank based on Lender (with a copy to the existence of such Bank's Commitment hereunder or its obligations hereunderAgent), it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will Borrowers shall pay to each Bank on demand such Lender such additional amount or amounts as are necessary to will compensate such Lender for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent A certificate of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank Lender claiming compensation under this Section shall furnish a certificate to the Borrower 10.3 and setting forth the additional amount or amounts to be paid to it hereunder, which hereunder shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or If, after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loanchange in, the adoption of any new applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate any Loans, its Notes Note or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments any amount payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed Rate Loans or its obligation to make Fixed Rate any Loans (except for changes in the rate of tax other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office imposed Lender by the jurisdiction in which such Bank's Lender has its principal executive office or such Applicable Lending Office is locatedOffice); or; (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, compulsory advance, or similar requirement against (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office) or hereunder; or (iii) shall impose on any Bank such Lender (or its Applicable Lending Office) or the London applicable offshore interbank market any other condition affecting its Fixed Rate Loans, its Notes this Agreement or its obligation to make Fixed Rate Loansany Loan; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, converting into, continuing or maintaining any Fixed Rate Loan, Loan or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Loan, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to then the Administrative Agent), the Borrower Company shall pay to such Bank Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If, after the date hereof, any Lender shall have determined that any change in, the adoption of any new, applicable law, rule or regulation regarding capital adequacy, or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand the Company shall pay to such Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction (including any amount or amounts equal to any taxes on the overall net income of such Bank payable by such Bank with respect to the amount of payments required to be made pursuant to this Section 8.03(a)). (b) If any Bank determines that the adoption of any applicable law, rule, regulation, guideline or request concerning capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, occurring after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by such Bank based on the existence of such Bank's Commitment hereunder or its obligations hereunder, it will notify the Borrower. This determination will be made on a Bank by Bank basis. The Borrower will pay to each Bank on demand such additional amounts as are necessary to compensate for the increased cost to such Bank as a result of the event described in the first sentence of this Section 8.03(b). In determining such amount, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, and such Bank will pass such costs on to the Borrower only if such costs are passed on in a similar manner by such Bank to similarly situated borrowers (which are parties to credit or loan documentation containing a provision similar to this Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each Bank's determination of compensation shall be conclusive if made in accordance with this provision. Each Bank, upon determining that any increased costs will be payable pursuant to this Section 8.03(b), will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such increased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay increased costs pursuant to this Section 8.03(b)reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank Any Lender claiming compensation under this Section 5.01 shall furnish a certificate to the Borrower Company and the Administrative Agent a statement setting forth the basis for, and a calculation in reasonable detail of, the additional amount or amounts to be paid to it hereunder, hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Bank any Lender may use any reasonable averaging and attribution methods.