Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. If at any time after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirements, or any interpretation or administration thereof by any Tribunal or compliance of such Lender with any of such requirements, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, to a level below that which such Lender could have achieved but for the adoption or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Law.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 any such requirement reflected 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 Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar 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 Euro-Dollar 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. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of clearly demonstrable error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereofEffective Date, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 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 Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans or its obligations hereunder with respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Agent), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the Effective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, (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 the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Agent), the Borrowers shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrowers and the Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by Effective Date, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver different 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of such any Lender claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder and the method of calculation thereof shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in 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 Governmental Authority, central bank, or comparable agency: (i) shall subject such Bank (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Bank (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Bank or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, compulsory loan, 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, such Bank (or its Applicable Lending Office), including the Commitment of such Bank hereunder; or (iii) shall impose on such Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its 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) of making, Converting into, Continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or its Note with respect to 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 costs or reductions incurred or experienced within one hundred twenty (120) days of such demand. If at any time Bank requests compensation by Borrower under this Section 14.1(a), the Borrower may, by notice to such Bank (with a copy to 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 Lender (which Bank shall include, for purposes of this Section, any corporation controlling any Lender) determines have determined that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions)rule, or similar requirements, regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank, or compliance 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 Lender with any of such requirementsGovernmental Authority, central bank, or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on the capital of such Lender on the Indebtedness, Bank or any corporation controlling such Bank as a consequence of such Bank’s obligations hereunder to a level below that which such Lender Bank or such corporation could have achieved but for the adoption such adoption, change, request, or modification of any such requirementsdirective (taking into consideration its policies with respect to capital adequacy), then, from time to time upon demand, Borrower shall, shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reductions experienced within fifteen one hundred twenty (15120) days of such demand. (c) Each Bank shall promptly notify Borrower and Administrative Agent of any request by event of which it has knowledge, occurring after the date hereof, which will entitle such LenderBank to compensation pursuant to this Section 14.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, pay to Lender or reduce the amount of, such additional amounts as (compensation and will not, in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return the judgment of such Lender (Bank, be otherwise disadvantageous to it. Any Bank claiming compensation under this Section 14.1 shall furnish to Borrower and assuming that Administrative Agent a statement setting forth the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure by such Lender be paid to immediately demand payment of any additional amounts payable it hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained which shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Bank may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this SectionAgreement, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender 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 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 on the London interbank market any other condition affecting its Fixed Rate Loans 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 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 Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less, which shall be deemed a change in the interpretation and administration of such requirements, ) has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy), by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Company shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction. (c) Each Bank will promptly notify the 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 costs or reduction in yield or rate of return the sole judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing subsections (a) and (b) of this Section 8.03, the Company shall only be obligated to compensate any Bank for any amount arising or accruing during (i) any time or period commencing not more than 90 days prior to the date on which such Bank notifies the Administrative Agent and the Company that it proposes to demand such compensation and identifies to the Administrative Agent and the Company the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which, because of the retroactive application of such Lender’s right to demand payment of statute, regulation or other such amounts at any subsequent time. Nothing herein contained shall be construed basis, such Bank did not know that such amount would arise or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawaccrue.

Increased Cost and Reduced Return. (a) In the event that the adoption of any applicable law, rule or regulation, or any change therein or in the interpretation or application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor with any request or directive after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) does or shall subject the Lessor to any additional tax of any kind whatsoever with respect to the Operative Documents or the Advance made by it, or change the basis or the applicable rate of taxation of payments to the Lessor of principal, interest or any other amount payable hereunder (except for the imposition of or change in any tax on or measured by the overall net income of the Lessor (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of the Lessor which are not otherwise included in determination of the rate of interest on the Advance; or (iii) does or shall impose on the Lessor any other condition; and the result of any of the foregoing is to increase the cost to the Lessor of making or maintaining the Advance or to reduce any amount receivable hereunder; then in any such case, the Lessee shall promptly pay to the Lessor, upon demand, any additional amounts necessary to compensate the Lessor for such increased cost or reduced amount receivable which the Lessor deems to be material as determined by the Lessor with respect to the Advance. (b) If at any time the Lessor shall have determined that, after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law law, rule or regulation regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirementsadequacy, or any change therein, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or compliance 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 Lender with any of such requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Lessor (or any entity directly or indirectly controlling the Lessor) as a consequence of the Lessor's obligations under the Operative Documents to a level below that which such Lender the Lessor (or any entity directly or indirectly controlling the Lessor) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the adoption or modification of any such requirementsLessor to be material, Borrower shallthen from time to time, within fifteen (15) days after demand by the Lessor, the Lessee shall pay to the Lessor such additional amount or amounts as will compensate the Lessor for such reduction. (c) The Lessor will promptly notify the Lessee of any request event of which it has knowledge, occurring after the date hereof, which will entitle the Lessor to compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not unreasonably be withheld), designate a different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor, be otherwise disadvantageous to the Lessor. A certificate signed by an officer of the Lessor claiming compensation under this Section and setting forth in reasonable detail its computation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such Lenderamount, pay the Lessor may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing clauses (a) and (b) of this Section 26.10, the Lessee shall only be obligated to Lender compensate the Lessor for any amount arising or accruing both: (i) during (A) any time or period commencing (x) in the case of subsection (a), not earlier than the first day of any Interest Period in effect on the date which, and (y) in the case of subsection (b), not earlier than the date on which the Lessor notifies the Lessee that it proposes to demand such additional amounts as compensation and identifies to the Lessee the statute, regulation or other basis upon which the claimed compensation is or will be based and (in such Lender’s sole judgmentB) any time or period during which, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate because of return the retroactive application of such Lender statute, regulation or other basis, the Lessor did not know that such amount would arise or accrue; and (ii) within six months prior to any demand therefor, accompanied by a certificate of the Lessor claiming compensation and assuming that setting forth in reasonable detail its computation of the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure by such Lender be paid to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawit hereunder.

Increased Cost and Reduced Return. If at any time (a) If, on or after the date hereofhereof in the case of Loans made pursuant to Section 2.1, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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) made at the Closing Date of any such authority, central bank or comparable 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), 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 interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar 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 Euro-Dollar 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 to such Euro-Dollar 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), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Lender Bank in similar circumstances. (b) If any Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) made after the Closing Date of any such requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Lender Bank (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 reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the adoption Administrative Agent), the Borrower shall pay to such Bank such additional amount or modification amounts as will compensate such Bank (or its Parent) for such reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (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 reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such requirementsevent within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower shall, within fifteen (15) days of the occurrence of such event. A certificate of any request by Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such Lenderamount, pay such Bank may use any reasonable averaging and attribution methods. (d) If at any time, any Bank shall be owed amounts pursuant to Lender this Section 8.3, the Borrower shall have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such additional amounts as (in Bank for an amount equal to such LenderBank’s sole judgmentoutstanding Loans, after good faith and reasonable computation) will compensate to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Lender Bank for such increase amount, which offer such Bank is hereby required to accept, or (y) to repay in costs or reduction in yield or rate of return full all Loans then outstanding of such Lender (Bank, together with interest and assuming that the interest rate on Loan has not been adjusted to take into account all other amounts due thereon, upon which event, such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such LenderBank’s right to demand payment of such amounts at any subsequent time. Nothing herein contained Commitment shall be construed or so operate as deemed to require Borrower be canceled pursuant to pay any interest, fees, costs or charges greater than is permitted by applicable LawSection 2.11(e).

Increased Cost and Reduced Return. If at any time (a) If, after the date hereofEffective Date, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines have determined that the adoption or modification of any applicable Law regarding taxationLaw, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions)rule, or similar requirements, regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank, or compliance 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 Lender with any of such requirementsGovernmental Authority, central bank, or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on the capital of such Lender on or any corporation controlling such Lender, due to the Indebtednessobligations of such Lender hereunder, to a level below that which such Lender or such corporation could have achieved but for the adoption such adoption, change, request, or modification of any such requirementsdirective (taking into consideration its policies with respect to capital adequacy), Borrower shallthen, within fifteen (15) days of any request after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of reduction, but only to the extent that such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure compensated therefor by any increase in Floating LIBOR. (b) Each Lender shall promptly notify the Borrower of any event of which it has knowledge, occurring after the Effective Date, which will entitle such Lender to immediately demand payment of compensation pursuant to this Section. In the event that any Lender claims compensation under this Section, such Lender shall furnish to the Borrower a statement setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained which shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender shall act in good faith and may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereofEffective Date, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), 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 Loans, its Note or its obligation to make 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 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. (b) If any Bank shall have determined that after the Effective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the Effective 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time after the date hereof, any Lender (which Funding Source shall includebe charged any fee, for purposes expense or increased cost on account of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital regulation (including any allocation of applicable law, rule or regulation regarding capital requirements adequacy) or conditions), or similar requirementsany change therein, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (a “Regulatory Change”): (i) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (ii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the related Lender Group Agent, Borrower shall pay to such Lender Group Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 10.2. Borrower’s obligation to pay any amounts with any of such requirements, has or would have the effect of (a) increasing such Lender’s costs relating respect to the Indebtedness, or taxes shall be governed exclusively by Section 10.4. (b) reducing If Borrower is obligated to pay any Funding Source under this Section 10.2 then such Funding Source shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the yield or rate of return judgment of such Funding Source, such designation or assignment (i) would eliminate or reduce the total amounts payable pursuant to this Section 10.2 and Section 10.4, if any, in the future and (ii) would not subject such Funding Source to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Funding Source. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Funding Source in connection with any such designation or assignment. (c) If Borrower is obligated to pay any Funding Source under this Section 10.2 or if any Funding Source defaults in its obligation to fund Loans hereunder, then Borrower may (provided no Amortization Event or Unmatured Amortization Event has occurred), at its sole expense and effort, upon notice to such Funding Source and the Agent and the related Funding Source Group Agent require such Funding Source to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Article XII), all its interests, rights and obligations under this Agreement to an Eligible Assignee acceptable to the Lender on Group Agent of the Indebtednessaffected Funding Source Group that shall assume such obligations (which assignee may be another Funding Source, if a Funding Source accepts such assignment); provided that (i) Borrower shall have received the prior written consents of the Agent and the related Lender Group Agent, which consents shall not unreasonably be withheld, (ii) such Funding Source shall have received payment of an amount equal to a level below that which the outstanding principal of its Loans and participations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such Lender could have achieved but for outstanding principal and accrued interest and fees) or Borrower (in the adoption or modification case of all other amounts) and (iii) in the case of any such requirementsassignment resulting from a payment under this Section 10.2, Borrower shallsuch assignment will result in a material reduction in such payments. A Funding Source shall not be required to make any such assignment and delegation if, within fifteen (15) days prior thereto, as a result of any request a waiver by such LenderFunding Source or otherwise, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as circumstances entitling Borrower to require Borrower such assignment and delegation cease to pay any interest, fees, costs or charges greater than is permitted by applicable Lawapply.

Increased Cost and Reduced Return. (a) If at any time after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any new law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans, its Notes or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Lender Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or 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), 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 Lending Office) or shall impose on any Bank (or its Lending Office) any other condition affecting its Loans, its Notes or its Commitment; and the result of any of the foregoing is to increase the cost to such requirementsBank (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from the 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 demand by such Bank and delivery to the Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any applicable law, rule or regulation or any new 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 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, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its parent corporation) as a consequence of such Bank’s obligations hereunder to a level below that which such Lender Bank (or its parent corporation) could have achieved but for the adoption such law, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Operations Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its parent corporation) for such increase reduction. (c) Each Bank will promptly notify the Borrower and the 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 Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in costs or reduction in yield or rate of return the judgment of such Lender (Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and assuming that setting forth the interest rate on Loan has not been adjusted additional amount or amounts to take into account be paid to it hereunder and the calculations used in determining such additional amount). No failure by such Lender to immediately demand payment of any additional amount or amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Bank may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any formal request or directive (whether or not having the force of law) of any such authority, central bank or comparable 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 Eurocurrency Loan any such requirement included in an applicable 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 (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 Eurocurrency Loans or its obligation to make Eurocurrency 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 Eurocurrency Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement 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. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 formal request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less), has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time Change in Law: (i) shall subject the Administrative Agent or any Lender (or its Lending Office) to any Tax, duty or other charge with respect to its Loans, its Notes or its obligation to make Loans or shall change the basis of taxation of payments to the Administrative Agent or any Lender (or its Lending Office) of the principal of or interest on its Loans or any other Loan Document in respect of its Loans or its obligation to make Loans (except for changes in the rate of Tax on the overall net income of the Administrative Agent or such Lender or its Lending Office imposed by the jurisdiction in which the Administrative Agent or such Lender’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Eurodollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any Lender (or its Lending Office) or on the interbank market any other condition affecting its Loans, its Notes or its obligation to make Loans; and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to Administrative Agent), 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 (which or Administrative Agent shall include, for purposes have determined that any Change in Law has had the effect of this Section, any corporation controlling any Lender) determines that reducing the adoption or modification rate of any applicable Law regarding taxation, return on such Lender’s required levels or such corporation’s capital or liquidity requirements as a consequence of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirements, or any interpretation or administration thereof by any Tribunal or compliance of such Lender with any of such requirements, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for the adoption such adoption, change or modification of any compliance (taking into consideration such requirementsLender’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 Administrative Agent), Borrower shall, within fifteen (15) days of any request by shall pay to such Lender, pay to Lender as applicable, such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs reduction. (c) A certificate of a Lender claiming compensation under this Section 3.6 and setting forth the additional amount or reduction in yield or rate of return of amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining such amount, such Lender (may use any reasonable averaging and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawattribution methods.

Increased Cost and Reduced Return. If at any time after the date hereofApril 4, 2000, any Lender (which Funding Source shall includebe charged any fee, for purposes expense or increased cost on account of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital regulation (including any allocation of applicable law, rule or regulation regarding capital requirements or conditionsadequacy), any accounting principles or similar requirementsany change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any Tribunal governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance of such Lender with any request or directive (whether or not having the force of law) of any such requirementsauthority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, has or would have the effect of (a) increasing such Lender’s costs relating on or with respect to the IndebtednessReceivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (bexcept for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) reducing or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the yield account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of such Lender on its obligations under a Funding Agreement, or to reduce the Indebtednessamount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to a level below that which such Lender could have achieved but the relevant Funding Agent, for the adoption benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, such amounts charged to such Funding Source or modification such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder event shall constitute a waiver of circumstance on which such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable LawFunding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If at any time after the date hereof, any Lender (which Funding Source shall includebe charged any fee, for purposes expense or increased cost on account of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital regulation (including any allocation of applicable law, rule or regulation regarding capital requirements adequacy) or conditions), or similar requirementsany change therein, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic or compliance of such Lender with any request or directive (whether or not having the force of law) of any such requirementsauthority, has central bank or would have comparable agency (a "Regulatory Change"): (i) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the effect account of (a) increasing such Lender’s costs relating to the Indebtednessa Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (bii) reducing that imposes any other condition the yield result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the related Lender Group Agent, Borrower shall pay to such Lender on the IndebtednessGroup Agent, to a level below that which such Lender could have achieved but for the adoption benefit of the relevant Funding Source, such amounts charged to such Funding Source or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, pay amounts to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will otherwise compensate such Lender Funding Source for such increase in costs increased cost or reduction in yield or rate such reduction. For avoidance of return doubt, any interpretation of such Lender (and assuming that Accounting Research Bulletin No. 51 by the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder Financial Accounting Standards Board shall constitute a waiver of such Lender’s right an adoption, change, request or directive subject to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawthis Section 10.

Increased Cost and Reduced Return. (a) If at any time after the date hereof, any Lender (which Funding Source shall includebe charged any fee, for purposes expense or increased cost on account of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital regulation (including any allocation of applicable law, rule or regulation regarding capital requirements or conditionsadequacy), any accounting principles or similar requirementsany change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any Tribunal governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance of such Lender with any request or directive having the force of law of any such requirements, has authority or would have agency other than the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or circumstances described in clause (b) reducing below, (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the yield Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1 and Section 10.2) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of such Lender on its obligations under a Funding Agreement, or to reduce the Indebtednessamount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Managing Agent, Seller shall pay to a level below that which such Lender could have achieved but the applicable Managing Agent, for the adoption benefit of the relevant Funding Source, such amounts charged to such Funding Source or modification such amounts reasonably calculated to otherwise compensate such Funding Source for such increased cost or such reduction. (b) Notwithstanding anything in this Agreement to the contrary, if an Accounting Based Consolidation Event shall at any time occur, then, upon demand by the applicable Managing Agent, Seller shall pay to the applicable Managing Agent, for the benefit of the relevant Affected Entity, such amounts as such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any such requirementsresulting (i) fee, Borrower shallexpense or increased cost charged to, within fifteen (15) days of any request incurred or otherwise suffered by such LenderAffected Entity, pay to Lender (ii) reduction in the rate of return on such additional amounts as (in such LenderAffected Entity’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs capital or reduction in yield the amount of any sum received or rate of return of receivable by such Lender Affected Entity or (and assuming that iii) internal capital charge or other imputed cost determined by such Affected Entity to be allocable to Seller or the interest rate on Loan has not been adjusted to take into account such additional amounttransactions contemplated by this Agreement or in connection therewith (collectively, “Accounting Based Consolidation Event Charges”). No failure by such Lender Amounts under this Section 10.3(b) may be demanded at any time without regard to immediately demand payment the timing of issuance of any additional amounts payable hereunder financial statement by any Affected Entity. Upon and contemporaneously with any demand for reimbursement of Accounting Based Consolidation Event Charges under this Section 10.3(b), the applicable Managing Agent shall constitute deliver a waiver of certificate (a “Reimbursement Certificate”) to the Seller describing such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable LawAccounting Based Consolidation Event Charges in reasonable detail.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that hereof the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any 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 Eurocurrency Loans or its obligation to make Eurocurrency Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Eurocurrency Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under any Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender accompanied by a certificate of such Lender explaining in reasonable detail the method by which such amount shall have been determined (with a copy to the Agent), the relevant Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of reducing the rate of return on capital of such Lender (aor its Parent) increasing as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender accompanied by a certificate of such Lender explaining in reasonable detail the method by which such amount shall have been determined (with a copy to the Agent), the relevant Borrowers shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate of return of such Lender (and assuming reduction. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the interest rate Lenders will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders shall be advised by any governmental authority or shall otherwise determine on Loan the basis of pronouncements of any government authority that such understanding is incorrect, it is agreed that the Lenders will be entitled to make claims under this paragraph (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) Each Lender will promptly notify the Company and the Agent of any event of which it has not been adjusted to take into account such additional amount). No failure by knowledge, occurring after the date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Any such certificate shall contain a statement as to the calculation of such amounts at amount, provided that such Lender shall not be required to disclose any subsequent time. Nothing herein contained shall information it considers, in its sole discretion, to be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawconfidential.

Increased Cost and Reduced Return. (1) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirementsLaw, or any change therein, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such by Lender with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable agency: (i) shall subject Lender to any tax, duty or other charge with respect to the Loans, the Note or its obligation to make Loans, or shall change the basis of taxation of payments to Lender of the principal of or interest on the Loans or any other amounts due under this Agreement in respect of its Loans or its obligation to make Loans (except for changes in the rate of tax on the overall net income of Lender imposed by the jurisdiction in which Lender's principal executive office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposition 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 LIBOR Loans any such requirement included in an applicable Eurodollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, Lender or shall impose on Lender or on the interbank market any other condition affecting the Loans, the Note or Lender's obligation to make Loans; and the result of any of the foregoing is to increase the cost to Lender of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by Lender under this Agreement or under the Note with respect thereto, by an amount deemed by Lender to be material, then, within fifteen (15) days after demand by Lender, the Borrower shall be obligated to pay Lender such additional amount or amounts as will compensate Lender for such increased cost or reduction (computed commencing on the effective date of any event mentioned herein). Lender agrees to use its best efforts to give the Borrower notice of the occurrence of any event mentioned herein. (2) If Lender shall determine that the adoption after the date hereof of any applicable Law regarding capital adequacy, or any change in any existing 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 thereof, or compliance by Lender (or any of its branches or any corporation controlling Lender (or any of its branches or any corporation controlling 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 or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on Lender's or such corporation's capital, as the case may be, as a consequence of such Lender on Lender's obligations hereunder or for the Indebtedness, credit which is the subject matter hereof to a level below that which Lender or such Lender corporation could have achieved but for the adoption such adoption, change or modification of any compliance (taking into consideration Lender's or such requirementscorporation's policies with respect to liquidity and capital adequacy) by an amount deemed by Lender to be material, Borrower shallthen from time to time, within fifteen (15) days of any request after demand by such Lender, the Borrower shall pay to the Lender such additional amount or amounts reasonably determined by Lender as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreduction.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, requirement (including, without limitation, any insurance assessment 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) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, if any, or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes, if any, with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, (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 the adoption such adoption, change or modification of any compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section 8.03 and will designate a waiver 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of such any Lender claiming compensation under this Section 8.03 and setting forth the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. If at any time (a) If, on or after the date hereof, any Lender Change in Law: (i) shall subject any Bank (or its Lending Office) or the Administrative Agent to any tax, duty or other charge with respect to its Loans, its Notes or its obligation to make Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) or the Administrative Agent of the principal of or interest on its Loans or participations therein or any other amounts due under this Agreement in respect of its Loans, participations therein or its obligation to make Loans (except for changes in the rate of tax on the overall net income or profits of such Bank or its Lending Office or the Administrative Agent imposed by the jurisdiction in which such Bank or its Lending Office or the Administrative Agent is incorporated or in which such Bank’s principal executive office or Lending Office or the Administrative Agent is located); or (ii) shall includeimpose, for purposes of this Sectionmodify or deem applicable any reserve, special deposit, liquidity or similar requirement (including, without limitation, any corporation controlling compulsory loan requirement, insurance charge or other assessment or any Lenderother such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Eurodollar Reserve Percentage) determines that against assets of, deposits with or for the adoption account of, or modification credit extended by, any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) or on the interbank market any other condition affecting its Eurodollar Loans, its Notes or its participation in any thereof or its obligation to make Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) or the Administrative Agent of making or maintaining any Loan or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) or the Administrative Agent under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank or the Administrative Agent to be material, then, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent) or the Administrative Agent, the Borrower shall be obligated to pay to such Bank or the Administrative Agent such additional amount or amounts as will compensate such Bank or the Administrative Agent for such increased cost or 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 or the Administrative Agent is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by the Borrower to such Bank or the Administrative Agent hereunder, such Bank or the Administrative Agent shall refund such amount or amounts to the Borrower without interest. (b) If, after the date hereof, any Bank or the Administrative Agent shall have determined that any Change in Law regarding taxationcapital adequacy or liquidity requirements, such Lender’s required levels (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of reservesthe Board of Governors of the Federal Reserve System (12 CFR Part 208, depositsAppendix A; 00 XXX Xxxx 000, insurance Xxxxxxxx X) or capital of the Office of the Comptroller of the Currency (including any allocation of capital requirements or conditions12 CFR Part 3, Appendix A), or similar requirements, in any other applicable capital or any interpretation or administration thereof liquidity rules heretofore adopted and issued by any Tribunal or compliance of such Lender with any of such requirementsgovernmental authority), has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of on such Lender Bank’s capital, or on the Indebtednesscapital of any corporation controlling such Bank, as a consequence of its obligations hereunder to a level below that which such Lender Bank could have achieved but for the adoption or modification of any such requirementsChange in Law (taking into consideration such Bank’s policies with respect to capital adequacy and liquidity) by an amount deemed by such Bank to be material, Borrower shallthen from time to time, within fifteen (15) days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank for such increase reduction. (c) Each Bank that determines to seek compensation under this Section 9.3 shall notify the Borrower and the Administrative Agent of the circumstances that entitle the Bank to such compensation pursuant to this Section 9.3 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in costs or reduction in yield or rate of return the sole judgment of such Lender (Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 9.3 and assuming that setting forth the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure be paid to it hereunder submitted to the Borrower and the Administrative Agent by such Lender to immediately demand payment Bank in good faith shall be prima facie evidence of any additional amounts payable hereunder shall constitute a waiver the amount of such Lender’s right to demand payment of compensation. In determining such amounts at amount, such Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, in the case of any Lender Committed Loan or any obligation to make Committed Loans or (which shall includey) the date of the related Competitive Bid Quote, for purposes in the case of this Sectionany Competitive Bid Loan, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender 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, 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 with respect to which such Bank 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 (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 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 Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, on or after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less, which shall be deemed to be a change in the interpretation and administration of such requirements), has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Agent), the Company shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction. (c) Each Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring on or 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) In the event that the adoption of any applicable law, rule or regulation, or any change therein or in the interpretation or application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor with any request or directive after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) does or shall subject the Lessor to any additional tax of any kind whatsoever with respect to the Operative Documents or the Advance made by it, or change the basis or the applicable rate of taxation of payments to the Lessor of principal, interest or any other amount payable hereunder (except for the imposition of or change in any tax on or measured by the overall net income of the Lessor (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of the Lessor which are not otherwise included in determination of the rate of interest on the Advance; or (iii) does or shall impose on the Lessor any other condition; and the result of any of the foregoing is to increase the cost to the Lessor of making or maintaining the Advance or to reduce any amount receivable hereunder, then in any such case, the Lessee shall promptly pay to the Lessor, upon demand, any additional amounts necessary to compensate the Lessor for such increased cost or reduced amount receivable which the Lessor deems to be material as determined by the Lessor with respect to the Advance. (b) If at any time the Lessor shall have determined that, after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law law, rule or regulation regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirementsadequacy, or any change therein, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or compliance 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 Lender with any of such requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Lessor (or any entity directly or indirectly controlling the Lessor) as a consequence of the Lessor's obligations under the Operative Documents to a level below that which such Lender the Lessor (or any entity directly or indirectly controlling the Lessor) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the adoption or modification of any such requirementsLessor to be material, Borrower shallthen from time to time, within fifteen (15) days after demand by the Lessor, the Lessee shall pay to the Lessor such additional amount or amounts as will compensate the Lessor for such reduction. (c) The Lessor will promptly notify the Lessee of any request event of which it has knowledge, occurring after the date hereof, which will entitle the Lessor to compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not unreasonably be withheld), designate a different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor, be otherwise disadvantageous to the Lessor. A certificate signed by an officer of the Lessor claiming compensation under this Section and setting forth in reasonable detail its computation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such Lenderamount, pay the Lessor may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing clauses (a) and (b) of this Section ----------- --- ------- 26.10, the Lessee shall only be obligated to Lender compensate the Lessor for any ----- amount arising or accruing both: (i) during (A) any time or period commencing (x) in the case of subsection (a), not earlier than the first day of any Interest Period -------------- in effect on the date which, and (y) in the case of subsection (b), -------------- not earlier than the date on which the Lessor notifies the Lessee that it proposes to demand such additional amounts as compensation and identifies to the Lessee the statute, regulation or other basis upon which the claimed compensation is or will be based and (in such Lender’s sole judgmentB) any time or period during which, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate because of return the retroactive application of such Lender statute, regulation or other basis, the Lessor did not know that such amount would arise or accrue; and (ii) within six months prior to any demand therefor, accompanied by a certificate of the Lessor claiming compensation and assuming that setting forth in reasonable detail its computation of the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure by such Lender be paid to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawit hereunder.

Increased Cost and Reduced Return. (a) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in 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 Governmental Authority, central bank, or comparable agency: (i) shall subject such Bank (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Bank (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Bank or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, compulsory loan, 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, such Bank (or its Applicable Lending Office), including the Commitment of such Bank hereunder; or (iii) shall impose on such Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its 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) of making, Converting into, Continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or its Note with respect to 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 costs or reductions incurred or experienced within one hundred twenty (120) days of such demand. If at any time Bank requests compensation by Borrower under this Section 13.1(a), the Borrower may, by notice to such Bank (with a copy to 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 13.4 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 Lender (which Bank shall include, for purposes of this Section, any corporation controlling any Lender) determines have determined that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions)rule, or similar requirements, regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank, or compliance 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 Lender with any of such requirementsGovernmental Authority, central bank, or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on the capital of such Lender on the Indebtedness, Bank or any corporation controlling such Bank as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank or such corporation could have achieved but for the adoption such adoption, change, request, or modification of any such requirementsdirective (taking into consideration its policies with respect to capital adequacy), then, from time to time upon demand, Borrower shall, shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reductions experienced within fifteen one hundred twenty (15120) days of such demand. (c) Each Bank shall promptly notify Borrower and Administrative Agent of any request by event of which it has knowledge, occurring after the date hereof, which will entitle such LenderBank to compensation pursuant to this Section 13.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, pay to Lender or reduce the amount of, such additional amounts as (compensation and will not, in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return the judgment of such Lender (Bank, be otherwise disadvantageous to it. Any Bank claiming compensation under this Section 13.1 shall furnish to Borrower and assuming that Administrative Agent a statement setting forth the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure by such Lender be paid to immediately demand payment of any additional amounts payable it hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained which shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Bank may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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, 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, any Note that relates to Fixed Rate Loans or its obligation to make, Continue or Convert into 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, maintaining, Continuing or Converting into 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 any Note that relates to 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), the Borrower agrees to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction which arise out of its Loans or any Notes. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower agrees to pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase in costs or reduction in yield or rate of return the portion of such Lender reduction attributable to its Loans or any Notes. (c) Each Bank will promptly notify the Borrower and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment 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 8.3 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 8.3 and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 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 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 Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar 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 Euro-Dollar 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; provided, however, that in the case of an increase referred to above resulting from the published interpretation by a governmental authority, such Bank shall be entitled to make demand on the Borrower in respect thereof only within 180 days of the publication of such Lender interpretation. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) of any such requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such reduction; provided, however, that in the case of an increase referred to above resulting from the published interpretation by a governmental authority, such Bank shall be entitled to make demand on the Borrower in costs or reduction in yield or rate respect thereof only within 180 days of return the publication of such Lender interpretation. (c) Each Bank will promptly notify the Borrower and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment 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 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 and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right amount, such Bank may use any reasonable averaging and attribution methods. Each Bank will notify the Administrative Agent and the Borrower as soon as reasonably possible after any circumstance entitling such Bank to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as compensation pursuant to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawthis Section 8.03(c) no longer exists.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change therein, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency (including the NAIC) charged with the interpretation or administration thereof, or compliance by any 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 (including the NAIC) 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 Adjusted CD Rate Advance any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Eurodollar Rate Advance any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any Adjusted CD Rate Advance, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any 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 Advances, its Note or its obligation to make Fixed Rate Advances and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Advance, or of issuing or maintaining any Letter of Credit or its obligations with respect thereto as the Issuing Bank or as a Lender participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency (including the NAIC) 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 (including the NAIC), has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, (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 the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) on an after-tax basis for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of such any Lender claiming compensation under this Section and setting forth the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 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 Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans or its obligations hereunder with respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, (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 the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver different 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of such any Lender claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder and the method of calculation thereof shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) In the event that the adoption of any applicable law, rule or regulation, or any change therein or in the interpretation or application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor with any request or directive after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) does or shall subject the Lessor to any additional tax of any kind whatsoever with respect to the Operative Documents or the Advance made by it, or change the basis or the applicable rate of taxation of payments to the Lessor of principal, interest or any other amount payable hereunder (except for the imposition of or change in any tax on or measured by the overall net income of the Lessor (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of the Lessor which are not otherwise included in determination of the rate of interest on the Advance; or (iii) does or shall impose on the Lessor any other condition; and the result of any of the foregoing is to increase the cost to the Lessor of making or maintaining the Advance or to reduce any amount receivable hereunder; then in any such case, the Lessee shall promptly pay to the Lessor, upon demand, any additional amounts necessary to compensate the Lessor for such increased cost or reduced amount receivable which the Lessor deems to be material as determined by the Lessor with respect to the Advance. (b) If at any time the Lessor shall have determined that, after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law law, rule or regulation regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirementsadequacy, or any change therein, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or compliance 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 Lender with any of such requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Lessor (or any entity directly or indirectly controlling the Lessor) as a consequence of the Lessor's obligations under the Operative Documents to a level below that which such Lender the Lessor (or any entity directly or indirectly controlling the Lessor) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the adoption or modification of any such requirementsLessor to be material, Borrower shallthen from time to time, within fifteen (15) days after demand by the Lessor, the Lessee shall pay to the Lessor such additional amount or amounts as will compensate the Lessor for such reduction. (c) The Lessor will promptly notify the Lessee of any request event of which it has knowledge, occurring after the date hereof, which will entitle the Lessor to compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not unreasonably be withheld), designate a different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor, be otherwise disadvantageous to the Lessor. A certificate signed by an officer of the Lessor claiming compensation under this Section and setting forth in reasonable detail its computation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such Lenderamount, pay the Lessor may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing clauses (a) and (b) of this Section 26.10, the Lessee shall only be obligated to Lender compensate the Lessor for any amount arising or accruing both: (i) during (A) any time or period commencing (x) in the case of subsection (a), not earlier than the first day of any Interest Period in effect on the date which, and (y) in the case of subsection (b), not earlier than the date on which, the Lessor notifies the Lessee that it proposes to demand such additional amounts as compensation and identifies to the Lessee the statute, regulation or other basis upon which the claimed compensation is or will be based and (in such Lender’s sole judgmentB) any time or period during which, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate because of return the retroactive application of such Lender statute, regulation or other basis, the Lessor did not know that such amount would arise or accrue; and (ii) within six months prior to any demand therefor, accompanied by a certificate of the Lessor claiming compensation and assuming that setting forth in reasonable detail its computation of the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure by such Lender be paid to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawit hereunder.

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, in the case of any Lender Committed Loan or any obligation to make Committed Loans or (which shall includey) the date of the related Money Market Quote, for purposes in the case of this Sectionany Money Market Loan, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender 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, the compliance with which is in accordance with the general practice of Persons to whom such requirementsrequest or directive is addressed) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, 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 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 Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law, but if not having the force of law, the compliance with which is in accordance with the general practices of Persons to whom such request or directive is addressed) of any such authority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (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 deemed by such Bank to be material, then from time to time, within 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. (c) Each Bank will promptly notify the Company and the 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 materially disadvantageous to such Bank. Any Bank claiming compensation under this Section shall deliver to the Company, as a condition to the payment of such compensation, a certificate of an officer of such Bank setting forth the additional amount or amounts to be paid to it hereunder, which certificate (x) shall contain reasonable details as to the calculation of such amount or amounts, provided that such Bank shall not be required to disclose any information it considers to be confidential, and (y) shall confirm that such amount or amounts (A) have been calculated on the same basis as the amounts then being charged by such Bank to its other similarly situated borrowers for the periods to be covered thereby, (B) are necessary to compensate such Bank for such additional cost or reduction in return and (C) are compensation for periods commencing no more than 180 days before the date on which such certificate was delivered to the Company, plus any period of retroactivity applicable to the relevant adoption or modification change. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. If any element of any such requirementscalculation subsequently changes, Borrower shall, within fifteen (15) days of any request by such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower change materially such amount or amounts, such Bank will submit a revised certificate promptly to pay any interest, fees, costs or charges greater than is permitted by applicable Lawthe Company.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.13), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such requirementsLender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, (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 the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver 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 Lender’s right , be otherwise disadvantageous to demand payment it. A certificate of such any Lender claiming compensation under this Section and setting forth the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. 10.12.1 If at any time on or after the date hereof, in the case of any Lender (which shall includeLoan, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such by the Administrative Agent or any other Agent or any Lender (or its Lending Installation) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Administrative Agent or any other Agent or any Lender (or its Lending Installation) and the result of any of the foregoing is to reduce the amount of any sum received or receivable by the Administrative Agent or any other Agent or Lender (or its Lending Installation) under this Agreement with respect thereto, by an amount reasonably deemed by the Administrative Agent or any other Agent or Lender to be material, then, within fifteen (15) days after demand by the Administrative Agent or any other Agent or Lender (with a copy to the Administrative Agent), the Borrower and each Guarantor, jointly and severally, shall pay to the Administrative Agent or any other Agent or Lender such additional amount or amounts as will compensate the Administrative Agent or any other Agent or Lender for such increased cost or reduction. 10.12.2 If the Administrative Agent or any other Agent or any Lender shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such 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, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such the Administrative Agent or any other Agent or any Lender on as a consequence of the IndebtednessAdministrative Agent’s, any other Agent’s or Lender’s obligations hereunder to a level below that which such the Administrative Agent or any other Agent or any 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 deemed by the adoption Administrative Agent or modification of any such requirementsother Agent or any Lender to be material, Borrower shallthen from time to time, within fifteen (15) days of after demand by the Administrative Agent or any request by such Lenderother Agent or any Lender (with a copy to the Administrative Agent), the Borrower and each Guarantor, jointly and severally, shall pay to the Administrative Agent or any other Agent or any Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such the Administrative Agent or any other Agent or any Lender for such increase in costs reduction. 10.12.3 Each Lender, the Administrative Agent or reduction in yield any other Agent 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 the Administrative Agent or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such any other Agent or Lender to immediately demand payment compensation pursuant to this Section and will designate a different Lending Installation if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Administrative Agent or any other Agent or Lender, as the case may be, be otherwise disadvantageous to the Administrative Agent or any other Agent or Lender. A certificate of the Administrative Agent or any other Agent or Lender, as the case may be, claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any other Agent or Lender’s right to demand payment of such amounts at , as the case may be, may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. If at any time (a) If, on or after the date hereof, any Lender Change in Law: (which i) shall includesubject any Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, for purposes (B) Taxes described in clauses (b) through (d) of this Sectionthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (ii) shall impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including, without limitation, any corporation controlling compulsory loan requirement, insurance charge or other assessment or any Lenderother such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Eurodollar Reserve Percentage) determines that against assets of, deposits with or for the adoption account of, or modification credit extended by, any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) or on the interbank market any other condition affecting its Eurodollar Loans, its Notes or its participation in any thereof or its obligation to make Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) or the Administrative Agent of making or maintaining any Loan or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) or the Administrative Agent under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank or the Administrative Agent to be material, then, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent) or the Administrative Agent, the Borrower shall be obligated to pay to such Bank or the Administrative Agent such additional amount or amounts as will compensate such Bank or the Administrative Agent for such increased cost or 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 or the Administrative Agent is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by the Borrower to such Bank or the Administrative Agent hereunder, such Bank or the Administrative Agent shall refund such amount or amounts to the Borrower without interest. (b) If, after the date hereof, any Bank or the Administrative Agent shall have determined that any Change in Law regarding taxation, such Lender’s required levels of reserves, deposits, insurance capital adequacy or capital (including any allocation of capital requirements or conditions), or similar liquidity requirements, 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 or liquidity rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Lending Office) with any request or directive regarding capital adequacy or liquidity (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 requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of on such Lender Bank’s capital, or on the Indebtednesscapital of any corporation controlling such Bank, as a consequence of its obligations hereunder to a level below that which such Lender Bank could have achieved but for the adoption or modification of any such requirementsChange in Law (taking into consideration such Bank’s policies with respect to capital adequacy and liquidity) by an amount deemed by such Bank to be material, Borrower shallthen from time to time, within fifteen (15) days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank for such increase reduction. (c) Each Bank that determines to seek compensation under this Section 9.3 shall notify the Borrower and the Administrative Agent of the circumstances that entitle the Bank to such compensation pursuant to this Section 9.3 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in costs or reduction in yield or rate of return the sole judgment of such Lender (Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 9.3 and assuming that setting forth the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure be paid to it hereunder submitted to the Borrower and the Administrative Agent by such Lender to immediately demand payment Bank in good faith shall be prima facie evidence of any additional amounts payable hereunder shall constitute a waiver the amount of such Lender’s right to demand payment of compensation. In determining such amounts at amount, such Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 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 Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar 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 Euro-Dollar 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. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Syndicated Loans or issue or participate in any Letter of Credit or Swingline Loan or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan (in each case described in (x) and (y), the “Applicable Date”), any Change in Law 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-Currency Loan any such requirement included in an applicable Euro-Currency Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (which or its Applicable Lending Office) or shall includeimpose on any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate 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 Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay, or shall cause another Borrower to pay, such Lender such additional amount or amounts as will compensate such Lender for purposes of this Sectionsuch increased cost or reduction. (b) If (x) any Lender shall have determined that, after the Applicable Date, any corporation controlling any Lender) determines that the adoption or modification of any applicable Change in Law regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of as to capital requirements or conditions), or similar adequacy and liquidity requirements, or any interpretation or administration thereof by any Tribunal or compliance of such Lender with any of such requirements, ) has or would have the effect of reducing the rate of return on capital of such Lender (aor its Parent) increasing as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, 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 and liquidity) by an amount deemed by such Lender to be material or (y) any Lender or the adoption Administrative Agent shall have determined, after the Applicable Date, any change of law has or modification would have the effect of subjecting any such requirementsLender or the Administrative Agent to any taxes (other than (A) Taxes, Borrower shall(B) taxes excluded from the definition of Taxes by reason of clause (b) thereof, (C) Other Taxes and (D) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase reduction. (c) Each Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the Applicable Date, which will entitle such 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 costs or reduction in yield or rate of return the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section shall be delivered to the Company and the Administrative Agent setting forth the additional amount or amounts to be paid to it hereunder which certificate, accompanied by a computation thereof in reasonable detail, shall be conclusive in the absence of manifest error. Notwithstanding subsection (a) of this Section, the Company shall only be obligated to compensate any Lender for any amount arising or accruing during (i) any time or period commencing not more than 90 days prior to the date on which such Lender notifies the Administrative Agent and the Company that it proposes to demand such compensation and identifies to the Administrative Agent and the Company the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which, because of the retroactive application of such statute, regulation or other such basis, such Lender did not know that such amount would arise or accrue. (d) Section 8.03 does not apply to the extent any increased cost is attributable to the willful breach by the relevant Lender or its Affiliates of any law or regulation. (e) If the cost to any Lender of making or maintaining any Loan to or of issuing or maintaining any Letter of Credit for the account of an Eligible Subsidiary (other than Praxair Canada Inc. and XXXX) is increased, or the amount of any sum received or receivable by any Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure or its Applicable Lending Office) is reduced by an amount deemed by such Lender to immediately demand payment be material, by reason of any additional amounts payable the fact that an Eligible Subsidiary (other than Praxair Canada Inc. and XXXX) is incorporated in, or conducts business in, a jurisdiction outside the United States, the legal basis therefor shall be deemed to come into effect initially on the date such Person becomes an Eligible Subsidiary hereunder shall (i.e., to constitute a waiver change in law subsequent to the Applicable Date for purposes of this Section 8.03). (f) Notwithstanding the foregoing, a Lender shall not be entitled to compensation pursuant to this Section 8.03 unless it shall have delivered a notice in writing to the Borrower certifying that it is generally charging or generally will charge such costs in similar circumstances to similarly situated customers (as determined by such Lender in good faith) under comparable credit facilities having provisions similar to this Section 8.03. (g) Each reference in this Section 8.03 to a “Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained ” shall be construed or so operate deemed to include a reference to the Issuing Lender, as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawapplicable.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that hereof the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable 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 Eurodollar Loan any such requirement included in an applicable 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 Lender (or its Lending Office) or shall impose on any Lender (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Eurodollar Loans or its obligation to make Eurodollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making or maintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) under any Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender accompanied by a certificate of such Lender explaining in reasonable detail the method by which such amount shall have been determined (with a copy to the Agent), the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of reducing the rate of return on capital of such Lender (aor its Parent) increasing as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender accompanied by a certificate of such Lender explaining in reasonable detail the method by which such amount shall have been determined (with a copy to the Agent), the Company shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate of return of such Lender (and assuming reduction. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the interest rate Lenders will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders shall be advised by any governmental authority or shall otherwise determine on Loan the basis of pronouncements of any government authority that such understanding is incorrect, it is agreed that the Lenders will be entitled to make claims under this paragraph (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) Each Lender will promptly notify the Company and the Agent of any event of which it has not been adjusted to take into account such additional amount). No failure by knowledge, occurring after the date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver different 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Any such certificate shall contain a statement as to the calculation of such amounts at amount, provided that such Lender shall not be required to disclose any subsequent time. Nothing herein contained shall information it considers, in its sole discretion, to be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawconfidential.

Increased Cost and Reduced Return. If at any time after the date hereofClosing Date, any Lender (which Funding Source shall includebe charged any fee, for purposes expense or increased cost on account of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital regulation (including any allocation of applicable law, rule or regulation regarding capital requirements or conditionsadequacy), any accounting principles or similar requirementsany change in any of the foregoing, or any change in the interpretation or administration thereof by any Tribunal governmental authority, the Financial Accounting Standards Board ("FASB"), any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance of such Lender with any request or directive (whether or not having the force of law) of any such requirementsauthority or agency (a "Regulatory Change"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source's obligations under a Funding Agreement, has or would have the effect of (a) increasing such Lender’s costs relating on or with respect to the IndebtednessLoans, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (bexcept for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) reducing or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the yield account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source's capital as a consequence of such Lender on its obligations under a Funding Agreement, or to reduce the Indebtedness, to a level below that which such Lender could have achieved but for the adoption or modification amount of any such requirementssum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, Borrower shallthen, within fifteen (15) days after demand by the Agent (which demand shall be accompanied by a certificate setting forth, in reasonable detail, the basis of any request such demand and the methodology for calculating, and the calculation of, the amounts claimed by such Lenderthe Funding Source), the Borrower shall pay to Lender the Agent, for the benefit of the relevant Funding Source, such additional amounts as (in charged to such Lender’s sole judgment, after good faith and reasonable computation) will Funding Source or such amounts to otherwise compensate such Lender Funding Source for such increase increased cost or such reduction. If less than all of the Funding Sources claim reimbursement from the Seller under this Section 10.3, each Funding Source claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (a) an Alternate Lender if such Alternate Lender accepts such assignment or (b) another financial institution nominated by the Borrower that is acceptable to the Agent and the Conduit Lender and is willing to participate in costs or reduction this Agreement through the then current Scheduled Termination Date in yield or rate of return place of such Lender Funding Source; provided, that (i) the Funding Source that is being replaced receive payment in full, pursuant to an assignment agreement, of an amount equal to all accrued and assuming that unpaid amounts owing to such Funding Source in connection with the interest rate on Loan has not been adjusted to take into account such additional amount). No failure transactions contemplated by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any this Agreement, including, without limitation, all principal, interest, fees, costs or charges greater than is permitted and expenses and (ii) the replacement Funding Source proposed by applicable Lawthe Borrower otherwise satisfies the requirements of Section 12.1(b).

Increased Cost and Reduced Return. If at any time (a) If, on or after the date hereof, any Lender Change in Law: (which i) shall includesubject any Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, for purposes (B) Taxes described in clauses (b) through (d) of this Sectionthe 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; or (ii) shall impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including, without limitation, any corporation controlling compulsory loan requirement, insurance charge or other assessment or any Lenderother such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Eurodollar Reserve Percentage) determines that against assets of, deposits with or for the adoption account of, or modification credit extended by, any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) or on the interbank market any other condition affecting its Eurodollar Loans, its Notes or its participation in any thereof or its obligation to make Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) or the Administrative Agent of making or maintaining any Loan or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) or the Administrative Agent under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank or the Administrative Agent to be material, then, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent) or the Administrative Agent, the Borrower shall be obligated to pay to such Bank or the Administrative Agent such additional amount or amounts as will compensate such Bank or the Administrative Agent for such increased cost or 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 or the Administrative Agent is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by the Borrower to such Bank or the Administrative Agent hereunder, such Bank or the Administrative Agent shall refund such amount or amounts to the Borrower without interest. (b) If, after the date hereof, any Bank or the Administrative Agent shall have determined that any Change in Law regarding taxation, such Lender’s required levels of reserves, deposits, insurance capital adequacy or capital (including any allocation of capital requirements or conditions), or similar liquidity requirements, 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 or liquidity rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Lending Office) with any request or directive regarding capital adequacy or liquidity (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 requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of on such Lender Bank’s capital, or on the Indebtednesscapital of any corporation controlling such Bank, as a consequence of its obligations hereunder to a level below that which such Lender Bank could have achieved but for the adoption or modification of any such requirementsChange in Law (taking into consideration such Bank’s policies with respect to capital adequacy and liquidity) by an amount deemed by such Bank to be material, Borrower shallthen from time to time, within fifteen (15) days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank for such increase reduction. (c) Each Bank that determines to seek compensation under this Section 9.3 shall notify the Borrower and the Administrative Agent of the circumstances that entitle the Bank to such compensation pursuant to this Section 9.3 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in costs or reduction in yield or rate of return the sole judgment of such Lender (Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 9.3 and assuming that setting forth the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure be paid to it hereunder submitted to the Borrower and the Administrative Agent by such Lender to immediately demand payment Bank in good faith shall be prima facie evidence of any additional amounts payable hereunder shall constitute a waiver the amount of such Lender’s right to demand payment of compensation. In determining such amounts at amount, such Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at on or after the date hereof, the adoption of any time applicable law, rule or regulation, or any change in 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 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 Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any 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 Lender or its Applicable Lending Office imposed by the jurisdiction in which such 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, 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 Lender (or its Applicable Lending Office) or shall impose on any 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 Note or its obligation to make Fixed Rate Loans; -45- and the result of any of the foregoing is to increase the cost to such 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 Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall 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 shall have determined that any applicable law, rule or regulation regarding capital adequacy (which shall include, for purposes irrespective of this Section, any corporation controlling any Lender) determines that the actual timing of the adoption or modification implementation thereof and including, without limitation, any law or regulation adopted pursuant to the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices) or any applicable Law regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirementschange therein, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such 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 requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, (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 the adoption such law, regulation, change or modification of any compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of such any Lender claiming compensation under this Section and setting forth the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in 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 Governmental Authority, central bank, or comparable agency: (i) shall subject such Bank (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Bank (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Bank or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, compulsory loan, 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, such Bank (or its Applicable Lending Office), including the Commitment of such Bank hereunder; or (iii) shall impose on such Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its 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) of making, Converting into, Continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or its Note with respect to 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 costs or reductions incurred or experienced within one hundred twenty (120) days of such demand. If at any time Bank requests compensation by Borrower under this Section 13.1(a), the Borrower may, by notice to such Bank (with a copy to 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 13.4 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 Lender (which Bank shall include, for purposes of this Section, any corporation controlling any Lender) determines have determined that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions)rule, or similar requirements, regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank, or compliance 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 Lender with any of such requirementsGovernmental Authority, central bank, or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on the capital of such Lender on the Indebtedness, Bank or any corporation controlling such Bank as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank or such corporation could have achieved but for the adoption such adoption, change, request, or modification of any such requirementsdirective (taking into consideration its policies with respect to capital adequacy), then, from time to time upon demand, Borrower shall, shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reductions experienced within fifteen one hundred twenty (15120) days of such demand; provided, that, if such adoption, change, request or directive giving rise to such reductions is retroactive, then the one hundred twenty (120) day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Each Bank shall promptly notify Borrower and Administrative Agent of any request by event of which it has knowledge, occurring after the date hereof, which will entitle such LenderBank to compensation pursuant to this Section 13.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, pay to Lender or reduce the amount of, such additional amounts as (compensation and will not, in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return the judgment of such Lender (Bank, be otherwise disadvantageous to it. Any Bank claiming compensation under this Section 13.1 shall furnish to Borrower and assuming that Administrative Agent a statement setting forth the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure by such Lender be paid to immediately demand payment of any additional amounts payable it hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained which shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Bank may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 with respect to which such Bank 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 (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 Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar 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 Euro-Dollar 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. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing subsections 8.03(a) and 8.03(b) of this Section 8.03, the Borrower shall only be obligated to compensate any Bank for any amount arising or accruing during (i) any time or period commencing not more than 180 days prior to 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 because of the retroactive application of such Lender’s right to demand payment of statute, regulation or other such amounts at any subsequent time. Nothing herein contained shall be construed basis, such Bank did not know in good faith that such amount would arise or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawaccrue.

Increased Cost and Reduced Return. If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any formal request or directive (whether or not having the force of such requirements, has or would have the effect of (alaw) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, to a level below that which such Lender could have achieved but for the adoption or modification of any such requirementsauthority, Borrower shallcentral bank or comparable 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 (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, 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 Loans, its 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 fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank for such increase in costs increased cost or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreduction.

Increased Cost and Reduced Return. If at any time (a) If, on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption of or modification of any change in any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office), with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency exercising control over banks or financial institutions generally issued after the date hereof (or, if later, after the date the Syndication Agent or Lender becomes the Syndication Agent or Lender): (i) subjects any Lender (or its Lending Office) to any tax, duty or other charge related to any Eurocurrency Loan or its obligation to advance or maintain Eurocurrency Loans or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurocurrency Loans or any participations in any thereof, or any other amounts due under this Agreement related to its Eurocurrency Loans or its obligation to make Eurocurrency Loans or acquire participations therein (except for changes with respect to taxes that are not Indemnified Taxes pursuant to Section 3.3); or (ii) imposes, modifies or deems applicable any 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 for any Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or imposes on any Lender (or its Lending Office) or on the interbank market any other condition affecting its Eurocurrency Loans or its participation in any thereof, or its obligation to advance or maintain Eurocurrency Loans or participate in any thereof; and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of advancing or maintaining any Eurocurrency Loan or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) in connection therewith under this Agreement or its Note, by an amount deemed by such Lender to be material, then, subject to Section 8.3(c), from time to time, within thirty (30) days after receipt of a certificate from such Lender (with a copy to the Syndication Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, 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, the Syndication Agent or any Lender shall have reasonably determined that the adoption after the date hereof 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 adequacy rules heretofore adopted and issued by any governmental authority), or any change after the date hereof 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 Syndication 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 requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of on such Lender Lender's capital, or on the Indebtednesscapital 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 the adoption such adoption, change or modification of any compliance (taking into consideration such requirementsLender's or its controlling corporation's policies with respect to capital adequacy in effect immediately before such adoption, Borrower shallchange or compliance) by an amount reasonably deemed by such Lender to be material, then, subject to Section 8.3(c), from time to time, within fifteen thirty (1530) days after its receipt of any request by a certificate from such LenderLender (with a copy to the Syndication Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs reduction or reduction in yield or rate of return the Borrower may prepay all Eurocurrency Loans of such Lender. (c) The Syndication Agent and each Lender (and assuming that determines to seek compensation or additional interest under this Section 8.3 shall give written notice to the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by Borrower and, in the case of a Lender other than the Syndication Agent, the Syndication Agent of the circumstances that entitle the Syndication Agent or such Lender to immediately demand payment such compensation no later than ninety (90) days after the Syndication Agent or such Lender 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 additional amounts payable hereunder event the Borrower shall constitute a waiver of such Lender’s right to demand payment of such amounts at not have any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower obligation to pay any amount with respect to claims accruing prior to the ninetieth day preceding such written demand. The Syndication Agent and each Lender shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation, additional interest, feesand any payment under Section 3.3, costs including, without limitation, the designation of a different Lending Office, if such action or charges greater than is permitted designation will not, in the sole judgment of the Syndication Agent or such Lender made in good faith, be otherwise disadvantageous to it; 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 Eurocurrency Loans hereunder at any office located in the United States of America. A certificate of the Syndication Agent or any Lender, as applicable, claiming compensation or additional interest under this Section 8.3, and setting forth the additional amount or amounts to be paid to it hereunder and accompanied by applicable Lawa statement prepared by the Syndication Agent or such Lender, as applicable, describing in reasonable detail the calculations thereof shall be prima facie evidence of the correctness thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, any Lender (which shall include, for purposes of this SectionAgreement, in the case of any corporation controlling Committed Loan or any Lenderobligation to make Committed Loans or (y) determines that the date of any related Bid Rate Quote, in the case of any Bid Rate Loan, the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any 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 for which such Bank is entitled to compensation for the relevant Interest Period under Section 2.16) 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 (other than in respect of Taxes or Other Taxes) 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 Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after receipt by the Company of written demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank an amount which on an after-tax basis is necessary to maintain the same rate of return on capital that existed immediately prior thereto which such Bank reasonably determines is attributable to this Agreement, its Loans or its obligations to make Loans hereunder (after taking into account such Bank's policies as to capital adequacy). (b) If any Bank shall have determined that, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency given or made after the date of this Agreement (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less), has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days after receipt by the Company of any request written demand by such LenderBank (with a copy to the Administrative Agent), the Company shall pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or Bank an amount which on an after-tax basis is necessary to maintain the same rate of return of on capital that existed immediately prior thereto which such Lender Bank reasonably determines is attributable to this Agreement, its Loans or its obligations to make Loans hereunder (and assuming that the interest rate on Loan has not been adjusted to take after taking into account such additional amountBank's policies as to capital adequacy). No failure by such Lender to immediately demand payment . (c) Each Bank will promptly notify the 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 Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be presumptively correct in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing subsections 8.03(a) and 8.03(b) of this Section 8.03, the Company shall only be obligated to compensate any Bank for any amount arising or accruing during (i) any time or period commencing not more than 45 days prior to the date on which such Bank notifies the Administrative Agent and the Company that it proposes to demand such compensation and identifies to the Administrative Agent and the Company the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which because of the retroactive application of such Lender’s right to demand payment of statute, regulation or other such amounts at any subsequent time. Nothing herein contained shall be construed basis, such Bank did not know in good faith that such amount would arise or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawaccrue.

Increased Cost and Reduced Return. (a) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in 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 Governmental Authority, central bank, or comparable agency: (i) shall subject such Bank (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Libor Loans, its Note, or its obligation to make Libor Loans, or change the basis of taxation of any amounts payable to such Bank (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Loans (other than taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, compulsory loan, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (or its Applicable Lending Office); or (iii) shall impose on such Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its 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) of making, Converting into, Continuing, or maintaining any Libor Loans or its commitment to make Libor Loans or to reduce any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or its Note with respect to any Libor Loans or its commitment to make Libor 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 at any time Bank requests compensation by the Borrower under this Section 4.1(a), the Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank to make or Continue Libor Loans or to Convert Base Rate Loans into Libor 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 as to any Libor Loans that remain outstanding as the date of such request. (b) If, after the date hereof, any Lender (which Bank shall include, for purposes of this Section, any corporation controlling any Lender) determines have determined that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions)rule, or similar requirements, regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank, or compliance 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 Lender with any of such requirementsGovernmental Authority, central bank, or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on the capital of such Lender on the Indebtedness, Bank or any corporation controlling such Bank as a consequence of such Bank's obligations hereunder to a level below that which such Lender 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 the adoption or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank for such increase reduction. (c) Each Bank shall promptly notify the Borrower and the 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 costs or reduction in yield or rate of return the judgment of such Lender (Bank, be otherwise disadvantageous to it. Any Bank claiming compensation under this Section shall furnish to the Borrower and assuming that the interest rate on Loan has not been adjusted Agent a statement setting forth the additional amount or amounts to take into account such additional amount). No failure by such Lender be paid to immediately demand payment of any additional amounts payable it hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained which shall be construed or so operate as to require Borrower to pay any interestconclusive in the absence of manifest error. In determining such amount, fees, costs or charges greater than is permitted by applicable Lawsuch Bank shall use reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, in the case of any Lender Committed Loan or any obligation to make Committed Loans or (which shall includey) the date of the related Competitive Bid Quote, for purposes in the case of this Sectionany Competitive Bid Loan, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 with respect to which such Bank 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 (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 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 Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, on or after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Agent), the Company shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction. (c) Each Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring on or 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, in the case of any Lender Committed Loan or any obligation to make Committed Loans or (which shall includey) the date of the related Competitive Bid Quote, for purposes in the case of this Sectionany Competitive Bid Loan, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 for which such Bank is entitled to compensation under Section 2.15 for the relevant Interest Period), 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 Loans, its 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 30 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 on an after tax basis for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 30 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Company shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) on an after tax basis for such increase reduction. (c) Each Bank will promptly notify the 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 costs or reduction in yield or rate of return the reasonable judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise financially disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right amount, such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing provisions of Section 8.03 hereof, the Company shall not be obligated to demand payment of compensate any Bank for any amount arising or accruing prior to the date such amounts at any subsequent time. Nothing herein contained Bank notifies the Administrative Agent and the Company that it proposes to claim compensation; provided, however, the Company shall be construed obligated to provide compensation for the 30-day period prior to notification and for any prior period during which the Bank was not able to provide such notification due to the retroactive application of the statute, regulation or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawother basis for the claim.

Increased Cost and Reduced Return. (a) If at any time after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 governmental authority, central bank or comparable agency, made or adopted after the date hereof (other than a change currently provided for in any existing law, rule or regulation) shall impose, modify or deem applicable any reserve, special deposit, insurance assessment 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 with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16) 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 Loans (other than Money Market Absolute Rate Loans), its Note (in respect of such Lender with Fixed Rate Loans) or its obligation to make such Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such requirementsBank (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 reasonably deemed by such Bank to be material, then, within 15 days after 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. (b) If any Bank shall have determined that any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, made or adopted after the date hereof (other than a change currently provided for in any existing law, rule or regulation), has or would have the effect of increasing the amount of capital of such Bank (aor its parent) increasing required to be maintained in respect of, or otherwise allocated to, such LenderBank’s costs relating obligations hereunder (its “Required Capital”) by an amount reasonably deemed by such Bank to be material, then such Bank may, by notice to the IndebtednessBorrower and the Agent, increase the facility fee payable to such Bank hereunder to the extent required so that the ratio of (w) the sum of the increased facility fee applicable to such Bank’s Commitment or Loans hereunder to (x) the prior facility fee applicable to such Bank’s Commitment or Loans hereunder is the same as the ratio of (y) such Bank’s increased Required Capital to (z) its prior Required Capital. Such Bank’s notice to the Borrower and the Agent shall set forth its calculation of the foregoing ratios and the increased facility fee to which it is entitled under this Section. (c) Each Bank will promptly notify the Borrower and the 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 (each, a “Trigger Event”) 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. Notwithstanding any other provision of this Section, no Bank shall be entitled to any compensation pursuant to this Section in respect of any Trigger Event (i) for any period of time in excess of 120 days prior to such notice or (ii) for any period of time prior to such notice if such Bank shall not have given such notice within 120 days of the date on which such Trigger Event shall have been enacted, promulgated, adopted or issued in definitive or final form unless such Trigger Event is retroactive. A certificate of any Bank claiming compensation under Section 8.03(a) or (b) reducing and setting forth the yield additional amount or rate amounts to be paid to it hereunder and describing the method of return of such Lender on the Indebtedness, to a level below that which such Lender could have achieved but for the adoption or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained calculation thereof shall be construed or so operate as to require Borrower to pay conclusive if made reasonably and in good faith. In determining such amount, such Bank may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. If at any time after the date hereof, any Lender (which Funding Source shall includebe charged any fee, for purposes expense or increased cost on account of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital regulation (including any allocation of applicable law, rule or regulation regarding capital requirements adequacy) or conditions), or similar requirementsany change therein, or any change in the interpretation or administration thereof by any Tribunal Governmental Authority, or compliance of such Lender with any request or directive (whether or not having the force of law) of any such requirements, has or would have the effect of Governmental Authority (a “Regulatory Change”): (a) increasing such Lenderthat subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s costs relating obligations under a Funding Agreement, or on or with respect to the IndebtednessReceivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (b) reducing that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the yield account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (c) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of such Lender on its obligations under a Funding Agreement, or to reduce the Indebtednessamount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Borrower shall pay to a level below that which such Lender could have achieved but the Agent, for the adoption benefit of the relevant Funding Source, such amounts charged to such Funding Source or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, pay amounts to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will otherwise compensate such Lender Funding Source for such increase in costs increased cost or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreduction.

Increased Cost and Reduced Return. (1) If at any time after the date hereof, a Change of Law or compliance by the Lessor (or its Applicable Funding Office) with any Lender request or directive (which whether or not having the force of law) of any Banking Authority: (1) shall includeimpose, for purposes of this Sectionmodify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any corporation controlling such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding any Lendersuch requirement included in an applicable Euro-Dollar Reserve Percentage) determines against assets of, deposits with or for the account of, or credit extended by, the Lessor (or its Applicable Funding Office); or (2) shall impose on the Lessor (or its Applicable Funding Office) or on the relevant interbank market any other condition affecting the Basic Rent or Interim Rent, to the extent it is determined based on the Adjusted LIBO Rate; and the result of any of the foregoing is to increase the cost to the Lessor (or its Applicable Funding Office) of determining Basic Rent or Interim Rent based on the Adjusted LIBO Rate, or to reduce the amount of any sum received or receivable by the Lessor (or its Applicable Funding Office) under this Lease or under any other Operative Document with respect thereto, by an amount deemed by the Lessor to be material, then, within 15 days after demand by the Lessor, the Lessee shall pay to the Lessor such additional amount or amounts as will compensate the Lessor for such increased cost or reduction; provided, however, that the Lessee shall not be responsible to the Lessor for any increased cost or reduced return, under either this Section 27(c)(i) or the immediately succeeding Section 27(c)(ii), which accrued at any time before that date which is 90 calendar days prior to the date upon which the Lessee is notified of same. (2) If the Lessor shall have determined that after the date hereof the adoption or modification of any applicable Law law, rule or regulation regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirementsadequacy, or any change therein, or any change in the interpretation or administration thereof by any Tribunal thereof, or compliance of such Lender by the Lessor (or its Applicable Funding Office) with any request or directive regarding capital adequacy (whether or not having the force of such requirementslaw) of any Banking Authority, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, Lessor's capital as a consequence of its obligations hereunder to a level below that which such Lender the Lessor could have achieved but for such adoption, change or compliance (taking into consideration the adoption Lessor's policies with respect to capital adequacy) by an amount deemed by the Lessor to be material, then from time to time, within 15 days after demand by the Lessor, the Lessee shall pay to the Lessor such additional amount or modification amounts as will compensate the Lessor for such reduction, subject to the proviso at the end of Section 27(c)(i). (3) The Lessor will promptly notify the Lessee of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lessor to compensation pursuant to and subject to the limitations contained in this Section 27(c) and will designate a different Applicable Funding Office if such requirementsdesignation will avoid the need for, Borrower shallor reduce the amount of, within fifteen such compensation and will not, in the judgment of the Lessor be otherwise disadvantageous to the Lessor. A certificate of the Lessor claiming compensation under this Section 27(c) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lessor may use any reasonable averaging and attribution methods. Nothing in this Section 27(c) shall require the Lessor to disclose any information about its tax affairs or interfere with, limit or abridge the right of the Lessor to arrange its tax affairs in any manner in which it desires. (154) days The provisions of this Section 27(c) shall (i) subject to the provisions of Section 21(d)(i), be applicable with respect to any request Participant, assignee or other transferee, and any calculations required by such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return provisions shall be made based upon the circumstances of such Lender Participant, assignee or other transferee and (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall ii) constitute a waiver continuing agreement and shall survive for a period of such Lender’s right to demand one year after the termination of this Agreement and the payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawin full all Rent.

Increased Cost and Reduced Return. (a) If at any time after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that hereof the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 any such requirement included in an applicable EuroDollar Reserve Percentage in the case of a EuroDollar Loan), 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 or other relevant market any other condition affecting its EuroDollar Loans, its Note or its obligation to make EuroDollar 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 (or its Applicable Lending Office) of making or maintaining any EuroDollar 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 (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount reasonably deemed by such Bank to be material, then, within 15 days after demand, which demand shall include a brief description of the change giving rise to such increased cost or reduction and an explanation as to how such increased cost or reduction was determined, 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. (b) If any Bank shall have determined that, after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such requirementsBank to be material, Borrower shallthen from time to time, assuming such Bank was not compensated for such reduction pursuant to Section 8.03(a) above, within fifteen (15) 15 days after demand, which demand shall include a brief description of any request the change giving rise to such reduction and an explanation as to how such reduction was determined, by such LenderBank (with a copy to the Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase in costs reduction. (c) Each Bank will promptly notify the Borrower and the 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 Lending Office if such designation will avoid the need for, or reduction in yield or rate of return reduce the amount of such Lender (compensation and assuming that will not, in the interest rate on Loan has not been adjusted reasonable judgment of such Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of demonstrable error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, in the case of any Lender Committed Euro-Dollar Loan or Letter of Credit or any obligation to make Committed Euro-Dollar Loans or issue or participate in Letters of Credit or (which shall includey) the date of the related Competitive Bid Quote, for purposes in the case of this Sectionany Competitive Bid Loan, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change therein, or any change in the interpretation or administration thereof by any Tribunal 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 shall impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16) 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 or the Letters of Credit, its Note evidencing Fixed Rate Loans or its obligation to make Fixed Rate Loans 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 (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or 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 with respect thereto, by an amount deemed by such Bank to be material, then, within 30 days after demand by such Bank (with a copy to the Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(a) for any increased costs or reductions incurred more than 270 days prior to the date that such Bank notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(a) that gives rise to such increased cost or reduction and of such Lender Bank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Bank shall have determined that, after the date hereof, 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 any request or directive regarding capital adequacy (whether or not having the force of law) of any such requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 30 days of any request after demand by such LenderBank (with a copy to the Servicing Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(b) for any reductions incurred more than 270 days prior to the date that such Bank so notifies the Borrower and the Servicing Agent of the event described in costs this Section 8.03(b) that gives rise to such reduction and of such Bank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (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 Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that hereof the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Credit Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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), 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 Credit Office) or shall impose on any Bank (or its Applicable Credit Office) any other condition affecting its obligation to issue Committed Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Credit Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Credit Office) under this Agreement 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 applicable Account Party or Account Parties shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Company shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction. (c) Each Bank will promptly notify the 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 Credit Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver and, in reasonable detail, such Bank’s computation of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained amount or amounts, shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Bank may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. 10.12.1 If at any time on or after the date hereof, in the case of any Lender (which shall includeCredit Extension or any obligation to make any Credit Extension, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such by the Administrative Agent or any other Agent, any Lender or the Issuer (or its Lending Installation) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Administrative Agent or any other Agent, any Lender or the Issuer (or its Lending Installation) and the result of any of the foregoing is to reduce the amount of any sum received or receivable by the Administrative Agent or any other Agent, Issuer or Lender (or its Lending Installation) under this Agreement with respect thereto, by an amount reasonably deemed by the Administrative Agent or any other Agent, Issuer or Lender to be material, then, within 15 days after demand by the Administrative Agent or any other Agent, Issuer or Lender (with a copy to the Administrative Agent), the Borrower and each Designated Borrower, jointly and severally, shall pay to the Administrative Agent or any other Agent, Issuer or Lender such additional amount or amounts as will compensate the Administrative Agent or any other Agent, Issuer or Lender for such increased cost or reduction. 10.12.2 If the Administrative Agent or any other Agent, the Issuer or any Lender shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such 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, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such the Administrative Agent or any other Agent, the Issuer or any Lender on as a consequence of the IndebtednessAdministrative Agent’s, any other Agent’s, Issuer’s or Lender’s obligations hereunder to a level below that which such the Administrative Agent or any other Agent, the Issuer or any 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 deemed by the adoption Administrative Agent or modification of any such requirementsother Agent, Borrower shallthe Issuer or any Lender to be material, then from time to time, within fifteen 15 days after demand by the Administrative Agent or any other Agent, the Issuer or any Lender (15) days of any request by such Lenderwith a copy to the Administrative Agent), the Borrower and each Designated Borrower, jointly and severally, shall pay to the Administrative Agent or any other Agent, the Issuer or any Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such the Administrative Agent or any other Agent, the Issuer or any Lender for such increase in costs reduction. 10.12.3 Each Lender, the Administrative Agent or reduction in yield any other Agent, and 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 the Administrative Agent or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such any other Agent, Issuer or Lender to immediately demand payment compensation pursuant to this Section and will designate a different Lending Installation if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Administrative Agent or any other Agent, Issuer or Lender, as the case may be, be otherwise disadvantageous to the Administrative Agent or any other Agent, issuer or Lender. A certificate of the Administrative Agent or any other Agent, Issuer or Lender, as the case may be, claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any other Agent, Issuer or Lender’s right to demand payment of such amounts at , as the case may be, may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. If at any time (a) If, on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Federal Reserve Board (but excluding with respect to any Loan any such requirement reflected 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 Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto (including if any such adoption, change or change in interpretation subjects any Lender to taxes that increase such cost to, or reduce such amount received or receivable by, such Lender (other than (a) Taxes, but only to the extent such Taxes are imposed on or with respect to a payment hereunder, and (b) taxes described in Sections 11.4(a)(I)(i) through (iv)) by an amount deemed by such Lender to be material, then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to the Administrative Agent, the Collateral Agent and DBRS), such additional amount or amounts as will compensate such Lender for such increased cost or reduction shall constitute Increased Costs payable by the Borrower pursuant to Section 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 Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of (a) increasing reducing the rate of return on capital of such Lender as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender could have achieved but for the adoption such adoption, change, request or modification of any such requirements, Borrower shall, within fifteen directive (15taking into consideration its policies with respect to capital adequacy) days of any request by an amount deemed by such LenderLender to be material, pay then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to Lender the Administrative Agent, the Collateral Agent and DBRS), such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase reduction (to the extent funds are available therefor in costs or reduction in yield or rate accordance with the Priority of return of Payments) shall constitute Increased Costs payable by the Borrower pursuant to Section 9.1(a) and 6.4; provided that such amount shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower. (c) Each Lender will promptly notify the Borrower, the Collateral Agent, DBRS and assuming that the interest rate on Loan Administrative Agent of any event of which it has not been adjusted to take into account such additional amount). No failure by knowledge, occurring after the date hereof, which will entitle such Lender to immediately demand payment 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 be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth in reasonable detail a calculation of the additional amount or amounts payable to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section shall not constitute a waiver of such Lender’s right to demand payment such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the earlier of (x) the date on which the applicable Lender has actual knowledge of the event giving rise to such increased costs or reductions and (y) the date on which the applicable Lender should, in the exercise of reasonable care, have knowledge of the event giving rise to such increased costs or reductions; 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, (i) no Lender shall demand compensation for any increased cost, reduction or capital referred to above in Section 11.3(a) or (b) if it shall not at the time be the general policy and practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements from similarly situated borrowers and (ii) all requests, rules, guidelines, requirements and directives promulgated (x) 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 and (y) pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, 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. (e) If the Borrower is required to pay additional amounts to any Lender under this Section 11.3, then the Borrower may, at its own expense and in its sole discretion, require such Lender to transfer or assign, in whole, without recourse (in accordance with Section 11.5) all of its interests, rights and obligations under this Agreement and the Notes to an assignee (it being understood that such Lender shall have no obligation to search for, seek, designate or otherwise try to find, such assignee) which shall assume such obligations (and which may be another Lender, if such other Lender accepts such assignment). (f) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not be required to pay amounts to any subsequent timeLender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.4 of this Agreement. Nothing herein contained shall be construed or so operate as to require To the extent the Borrower is required to pay any interestLender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes, feesthe provisions of Section 11.4 of this Agreement shall control. (g) For the avoidance of doubt, costs the Borrower shall not be obligated to pay additional amounts to a Lender pursuant to clauses (a) or charges greater than is permitted (b) of this Section 11.3 to the extent any such additional amounts are attributable to a failure by applicable Lawa Lender to comply with its obligations under Article 122a that are within its control.

Increased Cost and Reduced Return. (a) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in 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 Governmental Authority, central bank, or comparable agency: (i) shall subject such Bank (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Bank (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Bank or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, compulsory loan, 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, such Bank (or its Applicable Lending Office), including the Commitment of such Bank hereunder; or (iii) shall impose on such Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its 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) of making, Converting into, Continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or its Note with respect to 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 at any time Bank requests compensation by Borrower under this Section 14.1(a), the Borrower may, by notice to such Bank (with a copy to 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 Lender (which Bank shall include, for purposes of this Section, any corporation controlling any Lender) determines have determined that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions)rule, or similar requirements, regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank, or compliance 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 Lender with any of such requirementsGovernmental Authority, central bank, or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on the capital of such Lender on the Indebtedness, Bank or any corporation controlling such Bank as a consequence of such Bank’s obligations hereunder to a level below that which such Lender Bank or such corporation could have achieved but for the adoption such adoption, change, request, or modification of any such requirementsdirective (taking into consideration its policies with respect to capital adequacy), then, from time to time upon demand, Borrower shall, within fifteen (15) days of any request by such Lender, shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank for such increase reduction. (c) Each Bank shall promptly notify Borrower and 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 costs or reduction in yield or rate of return the judgment of such Lender (Bank, be otherwise disadvantageous to it. Any Bank claiming compensation under this Section 14.1 shall furnish to Borrower and assuming that Administrative Agent a statement setting forth the interest rate on Loan has not been adjusted additional amount or amounts to take into account such additional amount). No failure by such Lender be paid to immediately demand payment of any additional amounts payable it hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained which shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Bank may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, made or adopted after the date hereof (other than a change currently provided for in any existing law, rule or regulation) shall impose, modify or deem applicable any reserve, special deposit, insurance assessment 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 with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any 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 (other than Money Market Absolute Rate Loans), its Note (in respect of such Lender with Fixed Rate Loans) or its obligation to make such Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such requirementsLender (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 Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount reasonably deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, made or adopted after the date hereof (other than a change currently provided for in any existing law, rule or regulation), has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate amount of return of such Lender on the Indebtedness, to a level below that which such Lender could have achieved but for the adoption or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return capital of such Lender (and assuming that the interest rate on Loan has not been adjusted or its parent) required to take into account be maintained in respect of, or otherwise allocated to, such additional amount). No failure Lender’s obligations hereunder (its “Required Capital”) by an amount reasonably deemed by such Lender to immediately demand payment be material, then such Lender may, by notice to the Borrower and the Agent, increase the facility fee payable to such Lender hereunder to the extent required so that the ratio of any additional amounts payable hereunder shall constitute a waiver (w) the sum of the increased facility fee applicable to such Lender’s right Commitment or Loans hereunder to demand payment (x) the prior facility fee applicable to such Lender’s Commitment or Loans hereunder is the same as the ratio of (y) such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as Lender’s increased Required Capital to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Law.(z) its prior Table of Contents

Increased Cost and Reduced Return. If at any time (a) If, on or after (x) the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the "Loan Effective Date"), in the case of any Lender (which shall includeMoney Market Loan, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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) made at the Closing Date of any such authority, central bank or comparable 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 reflected 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 interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank's Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar 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 Euro-Dollar 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 to such Euro-Dollar 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 and Documentation Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Lender Bank in similar circumstances. (b) If any Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) made after the Closing Date of any such requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (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 reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the adoption Administrative Agent and Documentation Agent), the Borrower shall pay to such Bank such additional amount or modification amounts as will compensate such Bank (or its Parent) for such reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (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 reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such requirementsevent within 90 days following the end of the month during which such event occurred, then Borrower's liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower shall, within fifteen (15) days of the occurrence of such event. A certificate of any request by Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such Lenderamount, pay such Bank may use any reasonable averaging and attribution methods. (d) If at any time, any Bank shall be owed amounts pursuant to Lender this Section 8.3, the Borrower shall have the right, upon five (5) Business Day's notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such additional amounts as (in Bank for an amount equal to such Lender’s sole judgmentBank's outstanding Loans, after good faith and reasonable computation) will compensate to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Lender Bank for such increase amount, which offer such Bank is hereby required to accept, or (y) to repay in costs or reduction in yield or rate of return full all Loans then outstanding of such Lender (Bank, together with interest and assuming that the interest rate on Loan has not been adjusted all other amounts due thereon, upon which event, such Bank's Commitment shall be deemed to take into account such additional amountbe canceled pursuant to Section 2.11(c). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Law.73 80

Increased Cost and Reduced Return. (a) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in 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 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 (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency: (i) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the reserve requirement contemplated by Section 4.1(c)(ii)) 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), including the Commitment of such Lender hereunder; or (ii) shall impose on such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its 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 Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Rate Loans or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Eurodollar Rate Loans, then the Borrower shall pay to such Lender within 15 days of demand for such amount or amounts as will compensate such Lender for such increased cost or reduction. If at any time 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 Agent), suspend the obligation of such Lender to make or Continue Eurodollar Rate Loans, or to Convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.5 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 (which shall include, for purposes of this Section, any corporation controlling any Lender) determines have determined that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions)rule, or similar requirements, regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank, or compliance 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 Lender with any of such requirementsGovernmental Authority, central bank, or comparable agency, has or would have the effect of (a) 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 costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender or such corporation could have achieved but for the adoption such adoption, change, request, or modification of any such requirementsdirective (taking into consideration its policies with respect to capital adequacy), Borrower shall, then from time to time within fifteen (15) 15 days of any request after demand by such Lender, Lender (with a copy to the Agent) the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase reduction. (c) Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such 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 Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 4.1 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder and the calculation thereof in reasonable detail which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (i) Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in yield amounts received or rate of receivable or reduction in return of such Lender (and assuming that the interest rate on Loan has capital shall not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment 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 amounts at increased costs or reductions in capital; provided further that the foregoing limitation shall not apply to any subsequent time. Nothing herein contained 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. (ii) The Borrower shall pay to each Lender, as long as such Lender shall be construed required to maintain reserves with respect to liabilities or so operate assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to require 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 pay any interestthe Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, fees, costs or charges greater than is permitted by applicable Lawsuch additional interest shall be due and payable 15 days from receipt of such notice.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, in the case of any Lender (which shall includeLoan or any obligation to make Loans, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 66 authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsgovernmental authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, 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 LIBOR Loans or Letters of Credit or its obligation to make such LIBOR Loans or issue 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 LIBOR Loan to the Borrower or issuing 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 Notes with respect thereto, by an amount reasonably deemed by such Bank to be material, then, within 15 days after demand by such Bank setting forth the circumstances giving rise to such demand and a calculation of the amount or amounts demanded (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. (b) If any Bank shall have determined that, after the date hereof, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of a Bank or an Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s Bank's or such Issuing Bank's, as the case may be, right to demand payment such compensation; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section for any increased costs or reduced returns incurred more than 270 days prior to the date such Bank notifies the Borrower thereof and of such amounts at any subsequent time. Nothing herein contained Bank's intention to claim compensation therefor; provided further that, if the change in law or in the application of law giving rise to such increased costs or reduced returns is retroactive, than the 270-day period referred to above shall be construed or so operate extended to include the period of retroactive effect thereof. (e) The provisions of this Section also shall inure to the benefit of each Issuing Bank in its capacity as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawsuch.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central Lender or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central Lender or comparable 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 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 Lender (or its Lending Office) or shall impose on any Lender (or its Lending Office) or on the United States market for certificates of deposit or the London InterBank market any other condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central Lender 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 Lender or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (aor its Parent) increasing as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver different 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of such any Lender claiming compensation under this Section and setting forth the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereofEffective Date, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 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 Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans or its obligations hereunder with respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the Effective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of reducing the rate of return on capital of such Lender (aor its Parent) increasing as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by Effective Date, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver different 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of such any Lender claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder and the method of calculation thereof shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. If at any time (a) If, on or after (x) the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote, in the case of any Lender (which shall includeMoney Market Loan, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of such requirements, has or would have law) made at the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, to a level below that which such Lender could have achieved but for the adoption or modification Closing Date of any such requirementsauthority, Borrower shallcentral bank or comparable agency shall impose, within fifteen modify or deem applicable any reserve (15including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any LIBOR Loan any such requirement reflected in an applicable LIBOR 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) days or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting such Bank's LIBOR Loans, its Note, or its obligation to make LIBOR Loans, and the result of any request of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such LenderBank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such LIBOR Loans, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional by an amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Law.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that hereof the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 LIBOR Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.7), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any 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 LIBOR Loans, its Note or its obligation to make such Loans and the result of any of the foregoing is to increase the cost to such requirementsLender (or its Applicable Lending Office) of making or maintaining any such Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within fifteen (15) days after demand by such Lender (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 such Lender (aor its Parent) increasing as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase reduction. (c) Each Lender will promptly notify the Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such 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 costs the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or reduction amounts to be paid to it hereunder shall be conclusive in yield or rate the absence of return demonstrable error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) If at any time, any Lender shall be owed amounts pursuant to this Section 8.3, unless such Lender shall elect to waive the right to be paid the same, the Borrowers shall have the right, upon five (5) Domestic Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Lender (for an amount equal to such Lender’s outstanding Loans, together with all fees, accrued interest and assuming that the interest rate on Loan has not been adjusted other amounts payable to take into account such additional amount). No failure by Lender, and to become a Lender hereunder, which offer such Lender is hereby required to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver accept, or (y) to repay in full all Loans then outstanding of such Lender, together with all fees, accrued interest and other amounts payable to such Lender, upon which event, such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained Commitment shall be construed or so operate as deemed to require Borrower be cancelled pursuant to pay any interest, fees, costs or charges greater than is permitted by applicable LawSection 2.11(c).

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 any such requirement included in an applicable Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed in good faith by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the relevant Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, (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 the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Company shall pay (or cause the relevant 58 Borrowers to pay) to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Company and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment compensation pursuant to this Section, but in any event within 45 days after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 8.03 in respect of any additional amounts payable hereunder shall constitute costs resulting from such event, only be entitled to payment under this Section 8.03 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a waiver 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 Lender’s right , be otherwise disadvantageous to demand payment it. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculations of such amounts at any subsequent time. Nothing herein contained amount or amounts) shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, in the case of any Lender Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit or (which shall includey) the date of any related Competitive Bid Quote, for purposes in the case of this Sectionany Competitive Bid Loan, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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-Currency Loan any such requirement with respect to which such Bank 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 (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 Note or its obligation to make Fixed Rate 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 (or its Applicable Lending Office) of making or maintaining any Fixed Rate 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 (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. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error if made reasonably and in good faith. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding subsections (a) and (b) of this Section 8.03, the Borrower shall only be obligated to compensate any Bank for any amount arising or accruing during (i) any time or period commencing not more than three months prior to 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, because of the retroactive application of such Lender’s right to demand payment of statute, regulation or other basis, such amounts at any subsequent time. Nothing herein contained shall be construed Bank did not know that such amount would arise or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawaccrue.

Increased Cost and Reduced Return. If at any time after the date hereofApril 4, 2000, any Lender (which Funding Source shall includebe charged any fee, for purposes expense or increased cost on account of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital regulation (including any allocation of applicable law, rule or regulation regarding capital requirements or conditionsadequacy), any accounting principles or similar requirementsany change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any Tribunal governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance of such Lender with any request or directive (whether or not having the force of law) of any such requirementsauthority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, has or would have the effect of (a) increasing such Lender’s costs relating on or with respect to the IndebtednessReceivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (bexcept for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) reducing or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the yield account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of such Lender on its obligations under a Funding Agreement, or to reduce the Indebtednessamount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Administrative Agent or the Agents, Seller shall pay to a level below that which such Lender could have achieved but the relevant Agent, for the adoption benefit of the relevant Funding Source with respect to such Agent’s Conduit Group, such amounts charged to such Funding Source or modification such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Administrative Agent, the Agents, any Committed Purchaser or any other Funding Source, such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder event shall constitute a waiver of circumstance on which such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable LawFunding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 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 Lender (or its Applicable Lending Office) or shall impose on any 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 Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or the Issuing Lender under this Agreement or under its Loan or any Letter of Credit (or participation therein) with respect thereto, by an amount deemed by such Lender, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent) or the Issuing Lender, the Borrower shall pay to such Lender as the case may be, such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of reducing the rate of return on capital of such Lender (aor its Parent) increasing as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver 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 Lender’s right , be otherwise disadvantageous to demand payment such bank. A certificate of such any Lender claiming compensation under this Section and setting forth the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationLaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable Law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) of any such requirementsauthority, central bank or comparable 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 with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), 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 Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar 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 Euro-Dollar 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. 45 (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable Law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase 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 Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent timereasonable averaging and attribution methods. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Law.46

Increased Cost and Reduced Return. (a) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in 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 Governmental Authority, central bank, or comparable agency: (i) shall subject such Bank (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Bank (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Bank or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, compulsory loan, 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, such Bank (or its Applicable Lending Office), including the Commitment of such Bank hereunder; or (iii) shall impose on such Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its 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) of making, Converting into, Continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or its Note with respect to any Eurodollar Loans, then the Borrower shall pay to such Bank on demand (provided such demand is made within ninety (90) days of the incurrence of such increased cost) such amount or amounts as will compensate such Bank for such increased cost or reduction. If at any time Bank requests compensation by Borrower under this Section 13.1(a), Borrower may, by notice to such Bank (with a copy to 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 13.4 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 Lender (which Bank shall include, for purposes of this Section, any corporation controlling any Lender) determines have determined that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions)rule, or similar requirements, regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Tribunal Governmental Authority, central bank, or compliance 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 Lender with any of such requirementsGovernmental Authority, central bank, or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on the capital of such Lender on the Indebtedness, Bank or any corporation controlling such Bank as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank or such corporation could have achieved but for the adoption such adoption, change, request, or modification of any such requirementsdirective (taking into consideration its policies with respect to capital adequacy), then, from time to time upon demand, Borrower shall, within fifteen (15) days of any request by such Lender, shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank for such increase in costs reduction. In the event any Bank (herein, an "Affected Bank") requests compensation under this Section 13.1(b), Borrower may elect to replace such Affected Bank as a Bank party to this Agreement; provided that, with respect to the replacement of an Affected Bank, no Default or reduction in yield or rate Event of return Default shall have occurred and be continuing at the time of such Lender (replacement, and assuming that provided further that, concurrently with the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment replacement of any additional amounts payable hereunder Affected Bank, (x) another bank or other entity which is reasonably satisfactory to Administrative Agent shall constitute a waiver agree, as of such Lender’s right date, to demand payment purchase for cash the Revolving Loans and other Obligations due to the Affected Bank pursuant to an Assignment and Acceptance Agreement and to become a Bank for all purposes under this Agreement and to assume all obligations of the Affected Bank to be terminated as of such date and to comply with the requirements of Section 14.10 applicable to assignments, and (y) Borrower shall pay to such Affected Bank in same day funds on the day of such replacement (i) all amounts at that are due to such Affected Bank pursuant to this Section 13.1(b), and (ii) an amount, if any, equal to the payment which would have been due to such Bank on the day of such replacement under Section 13.5 had the Revolving Loans of such Affected Bank been prepaid on such date rather than sold to the replacement Bank. (c) Each Bank shall promptly notify Borrower and Administrative Agent of any subsequent timeevent of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 13.1 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 it. Nothing herein contained Any Bank claiming compensation under this Section 13.1 shall furnish to Borrower and Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Bank may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time after the date hereof, any Lender (which Affected Entity shall includebe charged any fee, for purposes expense or increased cost on account of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital regulation (including any allocation of applicable law, rule or regulation regarding capital requirements or conditionsadequacy), any accounting principles or similar requirementsany change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any Tribunal governmental authority, any central bank or any compara-ble agency charged with the interpretation or administration thereof, or compliance of such Lender with any request or directive (whether or not having the force of law) of any such requirementsauthority or agency (a “Regulatory Change”): (i) that subjects any Affected Entity to any charge or withhold-ing on or with respect to any Funding Agreement or an Affected Entity’s obligations under a Funding Agreement, has or would have the effect of (a) increasing such Lender’s costs relating on or with respect to the IndebtednessReceivables, or changes the basis of taxation of payments to any Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Entity or taxes excluded by Section 10.1(c)) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Entity, or credit extended by an Affected Entity pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Entity of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Entity’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Entity under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, then, subject to Section 10.2(b) below, upon demand by the applicable Co-Agent (which shall be accompanied by a certificate of the relevant Affected Entity setting forth the information required in Section 10.2(b) below), the Seller shall pay to such Co-Agent, for the benefit of the relevant Affected Entity, such amounts charged to such Affected Entity or such amounts to otherwise compensate such Affected Entity for such increased cost or such reduction. For the avoidance of doubt, if the issuance after the date hereof of any other change in accounting standards (including, without limitation, Statement of Financial Accounting Standards 140 and FASB Interpretation No. 46) or the issuance of any other pronouncement, release or interpretation (or revisions to the foregoing), causes or requires the consolidation of all or a portion of the assets and liabilities of a Conduit or Seller with the assets and liabilities of the Administrative Agent, the Co-Agents, any Liquidity Bank or any other Affected Entity, such event shall constitute a circumstance on which such Affected Entity may base a claim for reimbursement under this Section. (b) reducing Payment of any sum pursuant to Section 10.2(a) shall be made by the yield or rate of return of such Lender on Seller to the Indebtednessapplicable Co-Agent, to a level below that which such Lender could have achieved but for the adoption or modification benefit of the relevant Affected Entity, not later than ten (10) days after any such demand is made in writing, and no payment of any such requirements, Borrower shall, sum shall be due or owing unless written demand therefor is made within fifteen ninety (1590) days after the occurrence of the Regulatory Change giving rise thereto. A certificate of any request Affected Entity, signed by an authorized officer claiming compensation under this Section 10.2 and setting forth the additional amount to be paid for its benefit and explaining the manner in which such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder amount was determined shall constitute a waiver prima facie evidence of such Lender’s right the amount to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawpaid.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that hereof the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any 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 Eurocurrency Loans or its obligation to make Eurocurrency Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Eurocurrency Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under any Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender accompanied by a certificate of such Lender explaining in reasonable detail the method by which such amount shall have been determined (with a copy to the Agent), the relevant Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such requirementslaw, 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, has or would have the effect of reducing the rate of return on capital of such Lender (aor its Parent) increasing as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender accompanied by a certificate of such Lender explaining in reasonable detail the method by which such amount shall have been determined (with a copy to the Agent), the relevant Borrowers shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs reduction. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the Lenders will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders shall be advised by any governmental authority or reduction in yield shall otherwise determine on the basis of pronouncements of any government authority that such understanding is incorrect, it is agreed that the Lenders will be entitled to make claims under this paragraph (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) If the cost to any Lender of making or rate maintaining any Loan to any Borrowing Subsidiary is increased (or the amount of return of such any sum received or receivable by any Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to immediately be material, by reason of the fact that such Borrowing Subsidiary is incorporated in, or conducts business in, a jurisdiction outside the United States, such Borrowing Subsidiary shall indemnify such Lender for such increased cost or reduction within 15 days after demand payment by such Lender (with a copy to the Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. (d) Each Lender will promptly notify the Company and the Agent of any additional amounts payable hereunder shall constitute event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a waiver 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 Lender’s right , be otherwise disadvantageous to demand payment such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Any such certificate shall contain a statement as to the calculation of such amounts at amount, provided that such Lender shall not be required to disclose any subsequent time. Nothing herein contained shall information it considers, in its sole discretion, to be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawconfidential.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender 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 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 with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), 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, 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 Loans, its 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 39 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. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less), has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. 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 not more than 90 days prior to 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, because of the retroactive application of such Lender’s right to demand payment of statute, regulation or other such amounts at any subsequent time. Nothing herein contained shall be construed basis, such Bank did not know that such amount would arise or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawaccrue.

Increased Cost and Reduced Return. (a) If at after the Closing Date, the Administrative Agent or any time Lender shall be charged any fee, expense or increased cost on account of the introduction of or any change after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that hereof in applicable law or in the adoption or modification interpretation of any applicable Law regarding taxationby any Governmental Authority (a “Regulatory Change”): (a) that subjects the Administrative Agent or any Lender to any Taxes, such Lender’s required levels other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (iii) Connection Income Taxes, on its loans, loan principal, letter of credit commitments or other obligations, or its deposits, reserves, depositsother liabilities or capital attributable thereto, (b) that imposes, modifies or deems applicable any reserve, assessment, liquidity requirement, compulsory loan, insurance or capital (including any allocation other insurance-related charge, special deposit or similar requirement against assets of, deposits with or for the account of capital requirements the Administrative Agent or conditions)a Lender, or similar requirements, credit extended or any interpretation commitments to extend credit by the Administrative Agent or administration thereof by any Tribunal Lender pursuant to this Agreement or compliance of such Lender with any of such requirements, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtednessother Transaction Document, or (bc) reducing that imposes any other condition (other than Taxes) the yield result of which is to increase the cost to the Administrative Agent or any Lender of performing its obligations under the Transaction Documents, or to reduce the rate of return of such Lender on the IndebtednessAdministrative Agent’s or any Lender’s capital as a consequence of its obligations under the Transaction Documents, or to reduce the amount of any sum received or receivable by the Administrative Agent or any Lender under any Transaction Document to a level below that which such Administrative Agent or Lender could have achieved but for such Regulatory Change or to require any payment calculated by reference to the adoption amount of interests in Collateral, then, upon demand by the Administrative Agent or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, the Borrower shall pay to the Administrative Agent or such Lender such additional amounts as are charged to such Person amounts as may otherwise be necessary to compensate such Person for such increased cost or such reduction; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act adopted on July 21, 2010 and all requests, rules, guidelines or directives thereunder 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 regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued. For the avoidance of doubt, payments under this Section 8.3 in respect of increased Taxes shall be without duplication of any Taxes payable pursuant to Section 8.5. (b) If a Lender requests compensation under this Section 8.3, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another office of such Lender as the place for the booking and funding of such Xxxxxx’s Revolving Commitment and Advances hereunder; provided that such efforts would not, in the good faith judgment of such Lender’s sole judgment, after good faith be inconsistent with the internal policies of, or otherwise be materially disadvantageous in any legal, economic or regulatory respect to such Lender. (c) The Administrative Agent or any Lender claiming compensation under this Section 8.3 shall deliver a certificate to the Borrower contemporaneously with the demand for payment, setting forth in reasonable detail a calculation 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, the Administrative Agent or such Lender may use any reasonable averaging and reasonable computationattribution methods. (d) will With respect to any claim for compensation under this Section 8.3, the Borrower shall not be required to compensate such Lender or Administrative Agent for such increase in costs or reduction in yield or rate of return of any amount incurred more than one hundred eighty (180) days prior to the date that such Lender or Administrative Agent notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such one hundred eighty (and assuming that 180) day period referred to above shall be extended to include the interest rate on Loan has not been adjusted period of retroactive effect thereof. (e) Any demand for compensation made by any Lender or the Administrative Agent pursuant to take into account such additional amount). No failure by this Section 8.3 shall be made only to the extent such Lender or Administrative Agent (in its capacity as such) is making similar demand with respect to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawits similarly situated commercial borrowers under comparable credit facilities.

Increased Cost and Reduced Return. If at any time (a) If, after the date hereof, the Administrative Agent, any Lender Purchaser, Liquidity Provider or Program Support Provider or any of their respective Affiliates (each an “Affected Person”) reasonably determines that the existence of or compliance with (i) FAS 166/167, (ii) any law, rule, regulation, generally accepted accounting principle or any change therein or in the interpretation or application thereof, or (iii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or adopted or occurring after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person reasonably determines that the increase in the amount of such capital is attributable to the existence of any commitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit or any related liquidity facility, credit enhancement facility or other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrative Agent), the Seller shall pay to the Administrative Agent, for the account of such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate (including the certificate contemplated in Section 1.7(c), an “Increased Costs Certificate”) as to such amounts submitted to the Seller and the Administrative Agent by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, due to either: (i) FAS 166/167, (ii) the introduction of or any change in or in the interpretation of any law, regulation or rule or (iii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) issued or adopted or occurring after the date hereof, there shall be any increase in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, the Purchaser’s Interest (or its portion thereof) in respect of which Discount is computed by reference to the Euro-Rate, then, upon demand by such Affected Person, the Seller shall includepromptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield. A certificate (including the certificate contemplated in Section 1.7(c), a “Euro-Dollar Certificate”) as to such amounts submitted to the Seller and the Administrative Agent by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (c) Within a reasonable time after any Affected Person has actual knowledge that it is subject to increased capital requirements or incurs other increased costs pursuant to this Section 1.7, such Affected Person shall notify the Servicer of such fact by submitting a certificate specifying the applicable law, regulation, guideline or request causing such increased costs, the amount of compensation requested, and the basis of the calculation thereof. (d) For the avoidance of doubt, (i) any increase in cost and/or reduction in yield caused by regulatory capital allocation adjustments due to Statements of Financial Accounting Standards Nos. 166 and 167 (or any future statements or interpretations issued by the Financial Accounting Standards Board or any successor thereto) (collectively, “FAS 166/167”), or (ii) any interpretation by the Financial Accounting Standards Board, or any other change in foreign or domestic generally accepted accounting principles, that would require the consolidation of some or all of the assets and liabilities of any Conduit Purchaser with those of any of The Bank of Nova Scotia, the Administrative Agent, any Conduit, any bank, any entity that enters into a commitment to purchase any interest in the Purchaser’s Interest or any entity that provides liquidity or credit enhancement, shall be covered by this Section 1.7. (e) The Seller shall not be under any obligation to compensate any Affected Person under this Section 1.07 with respect to any such increased costs that arose during any period during the date that is prior to 180 days prior to such Affected Person’s increased Costs Certificate being delivered to the Seller, provided that the foregoing limitation shall not apply to any increased costs arising out of the retroactive application of any Change in Law within such 180-day period. (f) Notwithstanding anything herein to the contrary, for purposes of this SectionSection 1.7, (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 corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), successor or similar requirementsauthority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be issued or any interpretation adopted or administration thereof by any Tribunal occurring after the date hereof, regardless of the date issued, adopted or compliance of such Lender with any of such requirements, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, to a level below that which such Lender could have achieved but for the adoption or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawoccurring.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall includeLoan or any obligation to make Loans, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 (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 for which such Bank is entitled to compensation for the relevant Interest Period under Section 2.13), 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, 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 Loans, its 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 Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction. (c) Each Bank will promptly notify the Borrower and the 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 Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in costs or reduction in yield or rate of return the sole judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. 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 not more than 90 days prior to the date on which such Bank notifies the Agent and the Borrower that it proposes to demand such compensation and identifies to the 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, because of the retroactive application of such Lender’s right to demand payment of statute, regulation or other such amounts at any subsequent time. Nothing herein contained shall be construed basis, such Bank did not know that such amount would arise or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawaccrue.

Increased Cost and Reduced Return. (a) If at on or after the date hereof, in the case of any time Loan or any obligation to make Loans, any Change in Law (i) 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), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, any Lender (or its applicable Lending Office); (ii) shall impose on any Lender (or its applicable Lending Office) any other condition, cost or expense (other than taxes) affecting its Term SOFR Loans, its Notes or its obligation to make Term SOFR Loans; or (iii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in (i), (ii), (iii) or (iv) of the exclusions from Taxes and (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Lender (or its applicable Lending Office) of making or maintaining any Term SOFR Loan (or, in the case of a Change in Law with respect to taxes, any Loan) or to reduce the amount of any sum received or receivable by such Lender (or its applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Change in Law regarding taxation, such Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirements, or any interpretation or administration thereof by any Tribunal or compliance of such Lender with any of such requirements, has or would have the effect of reducing the rate of return on capital or liquidity of such Lender (aor its Parent) increasing as a consequence of such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return of such Lender on the Indebtedness, obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment 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 Lender, be otherwise disadvantageous to it. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts payable hereunder necessary to compensate such Lender, as the case may be, shall be conclusive in the absence of manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand payment such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such amounts at any subsequent time. Nothing herein contained Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be construed or so operate as extended to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawinclude the period of retroactive effect thereof.

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, in the case of any Lender Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit or (which shall includey) the date of the related Money Market Quote, for purposes in the case of this Sectionany Money Market Loan, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), 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 Note or its obligation to make Fixed Rate 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 (or its Applicable Lending Office) of making or maintaining any Fixed Rate 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 (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. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing subsections 8.03(a) and 8.03(b) of this Section 8.03, the Borrower shall only be obligated to compensate any Bank for any amount arising or accruing during (i) any time or period commencing not more than 180 days prior to 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 because of the retroactive application of such Lender’s right to demand payment of statute, regulation or other such amounts at any subsequent time. Nothing herein contained shall be construed basis, such Bank did not know in good faith that such amount would arise or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawaccrue.

Increased Cost and Reduced Return. If at any time (a) If, on or after (x) the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the "Loan Effective Date"), in the case of any Lender (which shall includeMoney Market Loan, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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) made at the Closing Date of any such authority, central bank or comparable 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 reflected 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 interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank's Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar 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 Euro-Dollar 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 to such Euro-Dollar 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 and Documentation Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Lender Bank in similar circumstances. (b) If any Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 adequacy (whether or not having the force of law) made after the Closing Date of any such requirementsauthority, central bank or comparable agency, has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (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 reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the adoption Administrative Agent and Documentation Agent), the Borrower shall pay to such Bank such additional amount or modification amounts as will compensate such Bank (or its Parent) for such reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (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 reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such requirementsevent within 90 days following the end of the month during which such event occurred, then Borrower's liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower shall, within fifteen (15) days of the occurrence of such event. A certificate of any request by Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such Lenderamount, pay such Bank may use any reasonable averaging and attribution methods. (d) If at any time, any Bank shall be owed amounts pursuant to Lender this Section 8.3, the Borrower shall have the right, upon five (5) Business Day's notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such additional amounts as (in Bank for an amount equal to such Lender’s sole judgmentBank's outstanding Loans, after good faith and reasonable computation) will compensate to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Lender Bank for such increase amount, which offer such Bank is hereby required to accept, or (y) to repay in costs or reduction in yield or rate of return full all Loans then outstanding of such Lender (Bank, together with interest and assuming that the interest rate on Loan has not been adjusted to take into account all other amounts due thereon, upon which event, such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained Bank's Commitment shall be construed or so operate as deemed to require Borrower be canceled pursuant to pay any interest, fees, costs or charges greater than is permitted by applicable LawSection 2.11(c).

Increased Cost and Reduced Return. If at any time (a) If, after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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, shall: (i) impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or the Applicable Lending Office) or any other acquisition of funds by, the Applicable Lending Office of such Lender with Bank, or (ii) impose on such Bank any other condition, and the result of any of the foregoing is to increase the cost to such requirementsBank, by an amount which such Bank reasonably deems to be material, of making or maintaining its Loan or to reduce any amount receivable under this Agreement or under its corresponding Promissory Note; then, in any such case, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower or any Guarantor shall pay to such Bank such additional amount or amounts to compensate such Bank for such increased cost or reduction. (b) If after the date hereof, the adoption of any applicable law, rule or regulation 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 the compliance by any Bank or the Applicable Lending Office) of any request or directive of any such authority, central bank or comparable agency (whether or not having the force of law), has or would have the effect of (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank as a consequence of such Bank’s obligations hereunder to a level below that which such Lender Bank could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower or any Guarantor shall pay to Lender such Bank such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will to compensate such Lender Bank for such increase reduction. (c) Each Bank shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which entitles such Bank to compensation pursuant to this Section and shall designate a different Applicable Lending Office if such designation avoids the need for, or reduce the amount of, such compensation and shall not, in costs or reduction in yield or rate of return the judgment of such Lender Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods. In any of the events set forth in paragraphs (a), (b) and assuming (c) above, the Borrower may prepay the Loan, in which case Section 2.05 and Section 2.08 herein shall not apply, provided that in case such prepayment is made after the interest rate on Loan has not been adjusted legal provision becomes effective and/or any of the terms granted for its fulfillment, the Borrower shall pay the additional amount to take into account such additional amount). No failure by such Lender to immediately demand which this Section refers to, for the period comprised from the date in which the legal provision becomes effective and/or any of the terms granted for its fulfillment, until the corresponding payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreceived.

Increased Cost and Reduced Return. If at any time after the date hereof, any Lender Agent (which shall include, for purposes of this Section, any corporation controlling any LenderAgent) determines that the adoption or modification of any applicable Law law regarding taxation, such Agent’s or any Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirements, or any interpretation or administration thereof by any Tribunal state, commonwealth, federal, foreign, territorial or other court or governmental department, commission, board, bureau, district, authority, agency, central bank, or instrumentality, or any arbitration authority, or compliance of such Agent or any Lender with any of such requirements, has or would have the effect of (a) increasing such Agent’s or any Lender’s costs relating to the Indebtedness, Indebtedness or (b) reducing the yield or rate of return of such Lender Lenders on the Indebtedness, to a level below that which such Lender could have achieved but for the adoption or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by such LenderAgent, pay to Lender Agent such additional amounts as (in such LenderAgent’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount)Lender. No failure by such Lender Agent to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such LenderAgent’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Law.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsauthority, central bank or comparable 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 any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.13), 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 Lending Office) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans, its Notes or its obligation to make Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan at such rate, or to reduce the amount of any sum received or receivable by such Bank (or its 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 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. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Agent), the Borrowers shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction. (c) Each Bank will promptly notify the Amway Parties and the 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 Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)it. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationLaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable Law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) of any such requirementsauthority, central bank or comparable 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 (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 with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), 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, 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 Loans, its 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 Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable Law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Agent), the Borrower shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction. (c) Each Bank will promptly notify the Borrower and the 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 Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall constitute a waiver be conclusive in the absence of manifest error. In determining such Lender’s right to demand payment of amount, such amounts at Bank may use any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.13), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such requirementsLender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation 40 45 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, (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 the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver 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 Lender’s right , be otherwise disadvantageous to demand payment it. A certificate of such any Lender claiming compensation under this Section and setting forth the additional amount or amounts at any subsequent time. Nothing herein contained to be paid to it hereunder shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. If at any time (a) If, on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Party (other than the Administrative Agent in its capacity as such) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Lender Party (other than the Administrative Agent in its capacity as such) or shall impose on any Lender Party (other than the Administrative Agent in its capacity as such) any other condition affecting its Notes or its obligation to participate in any Letter of Credit, and the result of any of the foregoing is to increase the cost to such Lender Party of participating in any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender Party under this Agreement or under its Notes with respect thereto, by an amount deemed by such Lender Party to be material, then, within 15 days after demand by such Lender Party (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender Party such additional amount or amounts as will compensate such Lender Party for such increased cost or reduction; provided that the Borrowers shall not be liable to any Lender Party in respect of any such requirementsincreased cost or reduction with respect to any period of time more than three months before the Borrowers receive the notice required by the first sentence of Section 10.01(c) or more than six months before the Borrowers receive the relevant certificate referred to in the second sentence of Section 10.01(c). (b) If any Lender Party (other than the Administrative Agent in its capacity as such) shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Party (or its Parent) as a consequence of such Lender Party's obligations hereunder to a level below that which such Lender Party (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 deemed by such Lender Party to be material, then from time to time, within 15 days after demand by such Lender Party (with a copy to the adoption Administrative Agent), the Borrowers shall pay to such Lender Party such additional amount or modification amounts as will compensate it for such reduction; provided that the Borrowers shall not be liable to any Lender Party in respect of any such requirements, Borrower shall, within fifteen reduction with respect to any period of time more than three months prior to the date of the notice required by the first sentence of Section 10.01(c). (15c) days Each Lender Party (other than the Administrative Agent in its capacity as such) will promptly notify the Borrowers and the Administrative Agent of any request by event of which it has knowledge, occurring after the date hereof, which will entitle it to compensation pursuant to this Section and will designate a different Lending Office or LC Office if such Lenderdesignation will avoid the need for, pay to Lender or reduce the amount of, such additional amounts as (compensation and will not, in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Party, be otherwise disadvantageous to take into account such additional amount)it. No failure by A certificate of any such Lender Party claiming compensation under this Section 10.01 and setting forth the additional amount or amounts to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right be paid to demand payment of such amounts at any subsequent time. Nothing herein contained it hereunder, showing the calculation thereof in reasonable detail, shall be construed or so operate as to require Borrower to pay conclusive in the absence of manifest error. In determining such amount, such Lender Party may use any interest, fees, costs or charges greater than is permitted by applicable Lawreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If at any time on or after the date hereof, any Lender (which shall include, for purposes of this Section, any corporation controlling any Lender) determines that hereof the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal 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 (whether or not having the force of law) of any such authority, central bank or comparable 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 with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.7), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any 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 Euro-Dollar Loans, its Note or its obligation to make such Loans and the result of any of the foregoing is to increase the cost to such requirementsLender (or its Applicable Lending Office) of making or maintaining any such Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within fifteen (15) days after demand by such Lender (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, (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 the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such requirementsLender to be material, Borrower shallthen from time to time, within fifteen (15) days of any request after demand by such LenderLender (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender (or its Parent) for such increase in costs or reduction in yield or rate reduction. (c) Each Lender will promptly notify the Borrowers and the Administrative Agent of return any event of such Lender (and assuming that which it has knowledge, occurring after the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by date hereof, which will entitle such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute compensation pursuant to this Section and will designate a waiver 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 Lender’s , be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) If at any time, any Lender shall be owed amounts pursuant to this Section 8.3, unless such Lender shall elect to waive the right to demand payment of such amounts at any subsequent time. Nothing herein contained be paid the same, the Borrowers shall be construed or so operate as to require Borrower to pay any interesthave the right, fees, costs or charges greater than is permitted by applicable Law.upon five

Increased Cost and Reduced Return. (a) If at any time on or after (x) the date hereof, in the case of any Lender Committed Loan or any obligation to make Committed Loans, or (which shall includey) the date of any related Money Market Quote, for purposes in the case of this Sectionany Money Market Loan, any corporation controlling any Lender) determines that the adoption or modification of any applicable Law regarding taxationlaw, such Lender’s required levels of reserves, deposits, insurance rule or capital (including any allocation of capital requirements or conditions), or similar requirementsregulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Tribunal governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance of such Lender by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such requirementsgovernmental authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, insurance assessment 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-Currency Loan, any LIBOR Reserve Requirement upon which the LIBOR Rate is based) 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 Loans or its obligation to make such 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 to any Borrower, 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 Notes with respect thereto, by an amount reasonably deemed by such Bank to be material, then, within 15 days after demand by such Bank setting forth the circumstances giving rise to such demand and a calculation of the amount or amounts demanded (with a copy to the Agent), such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, 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 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 (a) increasing such Lender’s costs relating to the Indebtedness, or (b) reducing the yield or rate of return on capital of such Lender on the Indebtedness, Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for the adoption such adoption, change, request or modification of any directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such requirementsBank to be material, Borrower shallthen from time to time, within fifteen (15) 15 days of any request after demand by such LenderBank (with a copy to the Agent), the Company shall pay to Lender such Bank such additional amount or amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender Bank (or its Parent) for such increase reduction. (c) Each Bank will promptly notify the Company and the 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 costs or reduction in yield or rate of return the judgment of such Lender (and assuming that the interest rate on Loan has not been adjusted Bank, be otherwise disadvantageous to take into account such additional amount)Bank. No failure by such Lender to immediately demand payment A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts payable to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of a Bank or an Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s Bank's or such Issuing Bank's, as the case may be, right to demand payment such compensation; provided that the Company shall not be required to compensate a Bank or an Issuing Bank pursuant to this Section for any increased costs or reduced returns incurred more than 270 days prior to the date such Bank or such Issuing Bank, as the case may be, notifies the Company thereof and of such amounts at any subsequent time. Nothing herein contained Bank's or such Issuing Bank's intention to claim compensation therefor; provided further that, if the change in law or in the application of law giving rise to such increased costs or reduced returns is retroactive, than the 270-day period referred to above shall be construed or so operate extended to include the period of retroactive effect thereof. (e) The provisions of this Section also shall inure to the benefit of the Issuing Bank in its capacity as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Lawsuch.

Increased Cost and Reduced Return. If at any time (a) If, after the date hereof, any Lender (which shall include, for purposes of this Sectionthe Administrative Agent, any corporation controlling Purchaser, Liquidity Provider or Program Support Provider or any Lenderof their respective Affiliates (each an “Affected Person”) reasonably determines that the adoption existence of or modification compliance with (i) FAS 166/167, (ii) any law, rule, regulation, generally accepted accounting principle or any change therein or in the interpretation or application thereof, or (iii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or adopted or occurring after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person reasonably determines that the increase in the amount of such capital is attributable to the existence of any applicable Law regarding taxationcommitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit or any related liquidity facility, credit enhancement facility or other commitments of the same type, then, upon demand by such Lender’s required levels Affected Person (with a copy to the Administrative Agent), the Seller shall pay to the Administrative Agent, for the account of reservessuch Affected Person, depositsfrom time to time as specified by such Affected Person, insurance or additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate (including the certificate contemplated in Section 1.7(c), an “Increased Costs Certificate”) as to such amounts submitted to the Seller and the Administrative Agent by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, due to either: (i) FAS 166/167, (ii) the introduction of or any allocation change in or in the interpretation of any law, regulation or rule or (iii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) issued or adopted or occurring after the date hereof, there shall be any increase in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, the Purchaser’s Interest (or its portion thereof) in respect of which Discount is computed by reference to the Euro-Rate, then, upon demand by such Affected Person, the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield. A certificate (including the certificate contemplated in Section 1.7(c), a “Euro-Dollar Certificate”) as to such amounts submitted to the Seller and the Administrative Agent by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (c) Within a reasonable time after any Affected Person has actual knowledge that it is subject to increased capital requirements or conditionsincurs other increased costs pursuant to this Section 1.7, such Affected Person shall notify the Servicer of such fact by submitting a certificate specifying the applicable law, regulation, guideline or request causing such increased costs, the amount of compensation requested, and the basis of the calculation thereof. (d) For the avoidance of doubt, (i) any increase in cost and/or reduction in yield caused by regulatory capital allocation adjustments due to Statements of Financial Accounting Standards Nos. 166 and 167 (or any future statements or interpretations issued by the Financial Accounting Standards Board or any successor thereto) (collectively, “FAS 166/167”), or similar requirements(ii) any interpretation by the Financial Accounting Standards Board, or any interpretation other change in foreign or administration thereof by domestic generally accepted accounting principles, that would require the consolidation of some or all of the assets and liabilities of any Tribunal or compliance Conduit Purchaser with those of such Lender with any of Crédit Agricole, the Administrative Agent, any Conduit, any bank, any entity that enters into a commitment to purchase any interest in the Purchaser’s Interest or any entity that provides liquidity or credit enhancement, shall be covered by this Section 1.7. (e) The Seller shall not be under any obligation to compensate any Affected Person under this Section 1.07 with respect to any such requirements, has or would have increased costs that arose during any period during the effect of (a) increasing date that is prior to 180 days prior to such LenderAffected Person’s costs relating increased Costs Certificate being delivered to the IndebtednessSeller, or (b) reducing provided that the yield or rate foregoing limitation shall not apply to any increased costs arising out of return of such Lender on the Indebtedness, to a level below that which such Lender could have achieved but for the adoption or modification retroactive application of any Change in Law within such requirements, Borrower shall, within fifteen (15) days of any request by such Lender, pay to Lender such additional amounts as (in such Lender’s sole judgment, after good faith and reasonable computation) will compensate such Lender for such increase in costs or reduction in yield or rate of return of such Lender (and assuming that the interest rate on Loan has not been adjusted to take into account such additional amount). No failure by such Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Law180-day period.