Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer (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), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to issue, renew make Euro-Dollar Loans or extend issue or participate in any Letter of CreditCredit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change 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 the LC Issuer any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by 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, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to any taxes not governed by Section 7.02 on make Euro-Dollar Loans, its letters of credit, commitments, or other obligations, Money Market Loans or its deposits, reserves, other liabilities or capital attributable theretoobligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Lender or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the such Lender or LC Issuer Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate the such Lender or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of If any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer Change In Law (or its Applicable Lending Officei) 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 reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar 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, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer ; (or its Applicable Lending Officeii) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (any Lender or its Applicable Lending Office) Agent to any taxes not governed by Section 7.02 (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of 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 (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan) or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor each Borrower shall pay to the LC Issuer such Lender its Appropriate Share of such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) Except with respect to After the taxes which are governed solely by Section 7.02date of this Agreement, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency authority charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) WFBC with any request or directive (whether or not having the force of law) of any such authoritygovernmental authority (a) subjects WFBC to any charge or withholding on or in connection with this Agreement or any Related Document or any Purchased Account, central bank (b) changes the basis of taxation of payments to WFBC in respect of any amounts payable under this Agreement or comparable agency shall imposeany Related Document (except for changes in the rate of tax on the overall net income before tax of WFBC), modify (c) imposes, modifies or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended byby WFBC, (d) has the LC Issuer effect of reducing the rate of return on WFBC’s capital to a level below that which WFBC could have achieved but for such adoption, change or compliance (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officetaking into consideration WFBC’s policies concerning capital adequacy) or its obligation to issue Letters of Credit, (e) imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to WFBC of its purchasing, maintaining or expense to the LC Issuer funding any interest acquired under this Agreement or any Related Document, (or its Applicable Lending Officey) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by by, or to reduce the LC Issuer (or its Applicable Lending Office) rate of return of WFBC under this Agreement or under other Credit Document with respect thereto, any related transaction document or (z) to require any payment calculated by an amount deemed reference to the amounts received by the LC Issuer to be materialit hereunder, then, within 15 days after upon demand by the LC IssuerWFBC, the Guarantor Customer shall pay to the LC Issuer WFBC (with respect to amounts owed to it) such additional amount or amounts as will compensate the LC Issuer WFBC for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 (including without limitation the NAIC) charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive made or issued after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency 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 2.15), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer 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)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditEurodollar Rate Loans, commitments, or other obligationsits Notes evidencing Eurodollar Rate Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in of the case making of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credita Loan, the adoption of any applicable law, rule generally Applicable Law enacted or regulationin effect after the date of this Agreement, or any change in with respect to this Agreement or any applicable law, rule or regulationPromissory Note, or any change in the interpretation or administration thereof made or in effect after the date of this Agreement or its Promissory Notes by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable Lending Officeaffiliates) with any generally applicable request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, including, without limitation, as a result of Basel III, “Capital Requirements Directive IV” (“CRD IV”) and/or “Capital Requirements Regulation” (“CRR”) (any such adoption or change, a “Regulatory Change”) shall (i) impose, modify or deem applicable any reserve tax, charge, or contribution, with respect to any Loan or its obligation to make a Loan hereunder (includingexcept for the introduction of, without limitationor changes in the rate of, any such requirement tax on the overall net income of the Lender or its lending office, as the case may be, or franchise taxes, imposed by the Board jurisdiction (or any political subdivision or taxing authority thereof) under the laws of Governors of which the Federal Reserve SystemLender is organized or in which its principal executive office or lending office is located), or (ii) impose any, reserve, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer Lender (or its Applicable Lending Office), lending office) or shall impose on the LC Issuer Lender (or its Applicable Lending Officelending office) any other condition affecting a Loan or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, make a Loan and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) Lender of issuing making or maintaining any Letter of Credita Loan, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) Lender under this Agreement or under other Credit Document with respect theretoAgreement, by an amount deemed by the LC Issuer Lender to be material, then, within 15 days fifteen (15) Business Days after demand by the LC IssuerLender, the Guarantor Borrower shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to If any Affected Person shall be charged any fee, expense or increased cost on account of the taxes which are governed solely by Section 7.02, if on or adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein after the date hereof, 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 LC Issuer (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(a “Regulatory Change”): (i) that subjects any Affected Person to any charge or withholding on or with respect to any Support Facility or an Affected Person’s obligations under a Support Facility, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to any Affected Person of any amounts payable under any Support Facility (except for changes in the rate of tax on the overall net income of an Affected Person or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationcapital maintenance requirement, any such requirement imposed by the Board of Governors of the Federal Reserve System)assessment, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Person, or credit extended byby an Affected Person pursuant to a Support Facility, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, including any outstanding Letters of Credit or reimbursement claims reserve requirement which is imposed in respect of LC DisbursementsEurocurrency liabilities as defined in Regulation D of the Board of Governors of the Federal Reserve System or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Person of performing its obligations under a Support Facility, or shall subject to reduce the LC Issuer (or rate of return on an Affected Person’s capital as a consequence of its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitmentsobligations under a Support Facility, or other obligations, to reduce the amount of any sum received or its deposits, reserves, other liabilities receivable by an Affected Person under a Support Facility or capital attributable theretoto require any payment calculated by reference to the amount of interests or loans held or interest received by it, and the result of any of the foregoing is to increase the actual cost or expense to the LC Issuer (or its Applicable Lending Office) such Affected Person, of issuing making, continuing or maintaining any Letter of Credit, Investor Interests or to reduce the any amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with hereunder in respect thereto, by an amount deemed by the LC Issuer to be materialthereof, then, within 15 days after in any such case, Seller shall promptly pay upon demand by the LC Issuerapplicable Managing Agent, for the Guarantor shall pay benefit of the relevant Affected Person, such amounts charged to the LC Issuer such additional amount Affected Person or such amounts as will to otherwise compensate the LC Issuer such Affected Person for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (i) the date hereof, in the case of any Letter of Credit Ratable Loan or any obligation to issuemake Ratable Loans or (ii) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, 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 the LC Issuer any Lender (or its Applicable Lending Office) or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.17), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuer or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 LC Issuer or on the United States market for certificates of deposit or the London interbank market any other condition affecting its letters of creditEurocurrency Loans, commitmentsits Note, or other obligations, the Facility LCs or its deposits, reserves, other liabilities obligation to make Eurocurrency Loans or capital attributable thereto, to issue or participate in Facility LCs and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuer of issuing making or maintaining any Letter of CreditEurocurrency Loan or issuing or participating in Facility LCs, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuer under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Lender or such LC Issuer to be material, then, within 15 days after demand by such Lender or such LC Issuer (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the such Lender or such LC Issuer such additional amount or amounts as will compensate the such Lender or such LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer (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), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Disbursements or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, obligations and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to issue, renew make Committed Loans or extend issue or participate in any Letter of CreditCredit or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan, 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 the LC Issuer 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-Currency Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant interest period under Section 2.20), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note (if any) or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder with respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note (if any) with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay pay, or shall cause another Borrower to the LC Issuer pay, to such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer (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), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Affected Entity shall be charged any fee, expense or increased cost on account of any Letter Regulatory Change (i) that subjects such Affected Entity to any Taxes on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, or on or with respect to the Receivables, or changes the basis of Credit or any obligation taxation of payments to issue, renew or extend any Letter of Credit, the adoption such Affected Entity of any applicable lawamounts payable under any Funding Agreement (except Excluded Taxes or Indemnified Taxes) or (ii) that imposes, rule modifies 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 the LC Issuer (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 deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) by such Affected Entity pursuant to any taxes not governed by Section 7.02 on its letters of credit, commitments, Funding Agreement or (iii) that imposes any other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to such Affected Entity of performing its obligations under any Funding Agreement, or expense to reduce the LC Issuer (or rate of return on such Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining obligations under any Letter of CreditFunding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) such Affected Entity under this any Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Co-Agent, the Guarantor on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to such Co-Agent, as applicable, for the LC Issuer benefit of such additional amount Affected Entity, such amounts charged to such Affected Entity or such amounts as will to otherwise compensate the LC Issuer such Affected Entity for such increased cost or such reduction. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith (collectively, “Xxxx Xxxxx Act”) (whether or not having the force of law) as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III (collectively, “Basel Accords”) (whether or not having the force of law), shall be deemed to be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the date hereof.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Funding Source shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change therein in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency (a “Regulatory Change”): (i) which 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, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem 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 (ii) which imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof a Funding Source, or credit extended by, the LC Issuer by a Funding Source pursuant to a Funding Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, which imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or expense to reduce the LC Issuer (or rate of return on a Funding Source’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) a Funding Source under this a Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Co-Agent, the Guarantor Seller shall pay to such Co-Agent, for the LC Issuer benefit of the relevant Funding Source, such additional amount amounts charged to such Funding Source or amounts as will compensate the LC Issuer such Funding Source for such increased cost reduction. For the avoidance of doubt, if FASB Interpretation No. 46, or reductionany 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 any Conduit or the Seller with the assets and liabilities of any Agent, any Person or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer (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), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, obligations and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency 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 SystemSystem (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the interbank market any taxes not governed by Section 7.02 on its letters other condition materially more burdensome in nature, extent or consequence than those in existence as of credit, commitments, or other obligations, the date hereof affecting such Bank’s Euro-Currency Loans or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Euro-Currency Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditEuro-Currency Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect theretoto such Euro-Currency Loans, by an amount deemed reasonable determined by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate the LC Issuer such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of If 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 the LC Issuer any Lender (or its Applicable Lending Office) or any Issuing Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency 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 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), special depositbut excluding, compulsory loanwith respect to any Euro-Dollar Loan, insurance assessment or similar 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) or any Issuing Bank 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 Fixed Rate Loans), its obligation to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, make such Fixed Rate Loans or its depositsparticipating in, reserves, other liabilities issuing or capital attributable thereto, maintaining any Letter of Credit; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such Issuing Bank of making or maintaining any Fixed Rate Loan, participating in, issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount reasonably deemed by the LC Issuer such Lender or such Issuing Bank to be material, then, within 15 days after demand by such Lender or such Issuing Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Lender or such Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Lender or such Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to issuemake Committed Loans or issue or participate in any Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, 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 the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, 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, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of credit, commitments, Fixed Rate Loans or other obligationsLetters of Credit, its Notes or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed by the LC Issuer such Bank or Issuing Bank to be material, then, within 15 days after demand by such Bank or Issuing Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor each Borrower shall pay to the LC Issuer such Bank or Issuing Bank its Appropriate Share of such additional amount or amounts as will compensate the LC Issuer such Bank or Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of (but excluding with respect to any such requirement reflected in the Federal Reserve Systemthen effective LIBOR Rate)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable LIBOR Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer impose on Lender (or its Applicable LIBOR Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition affecting any loan bearing interest at the LIBOR Rate, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer Lender (or its Applicable LIBOR Lending Office) of issuing or maintaining any Letter of Creditthe Loan at the LIBOR Rate, or to reduce the amount of any sum received or receivable by the LC Issuer Lender (or its Applicable LIBOR Lending Office) under this Agreement or under other Credit Document Note with respect thereto, by an amount deemed by the LC Issuer Lender to be material, then, within 15 fifteen (15) days after demand by the LC IssuerLender, the Guarantor Borrower shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable lawApplicable Law, rule or regulation, or any change in any applicable lawApplicable Law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer 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)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditEurodollar Rate Loans, commitments, or other obligationsits Notes evidencing Eurodollar Rate Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer any Lender (or its Applicable Lending Office) or the Issuer 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, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer (or its Applicable Lending Office), shall impose on any Lender or the LC Issuer (or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Letters of Credit or its Applicable Lending Office) participation therein or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender or expense to the LC Issuer (or its Applicable Lending Office) of issuing making or maintaining any Euro-Dollar Loan or issuing any Letter of CreditCredit or participating therein, or to reduce the amount of any sum received or receivable by such Lender or the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note or Notes with respect thereto, by an amount deemed by such Lender or the LC Issuer to be material, thenthen such Lender shall give the Borrower prompt written notice thereof and, within 15 30 days after demand by such Lender or the LC IssuerIssuer accompanied by a reasonably detailed calculation of such increased cost or reduction (with a copy to the Administrative Agent), the Guarantor Borrower shall pay to such Lender or the LC Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer for such increased cost or reduction; provided that if such Lender is not ultimately subject to the increased cost or reduction it had anticipated, such amounts shall be credited to the Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable lawApplicable Law, rule or regulation, or any change in any applicable lawApplicable Law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer 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)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), ) or shall impose on the LC Issuer any Lender (or its Applicable Lending Office) any other condition affecting its Term SOFR Loans, its Notes evidencing Term SOFR Loans, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomake Term SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Indemnified Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in any Funding Source or the case LC Bank shall be charged any fee, expense or increased cost (other than taxes) on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (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 imposeor on account of the adoption of any change in (or change in the interpretation of) any generally accepted accounting principles or regulatory account principles applicable to such Funding Source or the LC Bank (a “Regulatory Change”): (a) that subjects (or has the effect of subjecting) any Funding Source or the LC Bank to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement or any Letter of Credit, modify as applicable, or deem on or with respect to the Receivables, or (b) that imposes, modifies or deems applicable (or has the effect of imposing, modifying or deeming applicable) any reserve (includingassessment, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof a Funding Source or the LC Bank, or credit extended by, by a Funding Source or the LC Issuer (Bank pursuant to a Funding Agreement or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters a Letter of Credit, any outstanding Letters of Credit as applicable or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (c) that imposes (or its Applicable Lending Officehas the effect of imposing) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Funding Source or expense to the LC Issuer (Bank of performing its obligations under a Funding Agreement or its Applicable Lending Office) of issuing or maintaining any a Letter of Credit, as applicable, or to reduce the rate of return on a Funding Source’s or the LC Bank’s capital as a consequence of its obligations under a Funding Agreement or a Letter of Credit, as applicable, or to reduce the amount of any sum received or receivable by the a Funding Source or LC Issuer (or its Applicable Lending Office) Bank under this a Funding Agreement or under other Credit Document with respect theretoa Letter of Credit, as applicable or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after promptly upon demand by the LC IssuerAdministrator, the Guarantor Seller shall pay to the Administrator, for the benefit of the relevant Funding Source or LC Issuer Bank, as applicable, such additional amount amounts charged to such Funding Source or amounts as will compensate the LC Issuer Bank or such amounts to otherwise compensate such Funding Source or the LC Bank for such increase costs or such reduction; provided, however, that no Funding Source or LC Bank shall be entitled to any compensation for any increased costs under this Section 10.2 unless the Administrator, such Funding Source or the LC Bank delivers a reasonably detailed certificate to the Seller setting forth the amounts and the basis for such increased cost costs. For avoidance of doubt, any interpretation or reductionimplementation of Accounting Research Bulleting No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities) promulgated after the date hereof shall constitute an adoption, change, request or directive, and any implementations thereof shall be a “Regulatory Change.”

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of CreditClosing Date, 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 the LC Issuer 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)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) Notes evidencing SOFR Loans, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomake SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofof this Agreement, in the case of any Committed Loan or Letter of Credit or any obligation to issue, renew make Committed Loans or extend issue or participate in any Letter of CreditCredit or (y) the date of any related Bid Rate Quote, in the case of any Bid Rate Loan, 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 the LC Issuer 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 reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar 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 2.17) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition (other than in respect of Taxes or Other Taxes) affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed by the LC Issuer 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 LC IssuerAdministrative Agent), the Guarantor Company shall pay to such Bank an amount which on an after-tax basis is necessary to maintain the LC Issuer same rate of return on capital that existed immediately prior thereto which such additional amount Bank reasonably determines is attributable to this Agreement, its Loans and Letter of Credit Liabilities or amounts its obligations to make Loans or to issue or participate in Letters of Credit hereunder (after taking into account such Bank's policies as will compensate the LC Issuer for such increased cost or reductionto capital adequacy).

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to issuemake Committed Loans or issue or participate in Letters of Credit or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, 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 the LC Issuer 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 2.16), special deposit, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or any Letter of Credit or any obligation to issuemake Committed Loans or to issue or participate in Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, 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 the LC Issuer 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 for the relevant Interest Period under Section 2.17), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters Fixed Rate Loans, its Notes, its participation in the Letters of credit, commitments, or other obligations, Credit or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, to issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Fixed Rate Loan or of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 30 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Affected Entity shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change therein in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency (a “Regulatory Change”): (i) which subjects any Affected Entity to any charge or withholding on or with respect to this Agreement or an Affected Entity’s obligations under this Agreement, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem changes the basis of taxation of payments to any Affected Entity of any amounts payable under this Agreement (except for changes in the rate of tax on the overall net income of an Affected Entity) or (ii) which imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Entity, or credit extended by, the LC Issuer by an Affected Entity pursuant to this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, which imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to an Affected Entity of performing its obligations under this Agreement, or expense to reduce the LC Issuer (or rate of return on an Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under this Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) an Affected Entity under this Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Purchaser, the Guarantor Seller shall pay to such Purchaser, for the LC Issuer benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or amounts as will compensate the LC Issuer such Affected Entity for such increased cost reduction; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or reductiondirectives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Regulatory Change subject to this Section 10.2(a) regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, 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 compliance by the LC Issuer 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, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Advances, commitments, or other obligations, its Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Advances and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Advance, or of issuing or maintaining any Letter of CreditCredit 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 the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender on an after-tax basis for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case LC Issuer or the Lender shall be charged any fee, expense or increased cost (other than taxes) on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (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 on account of the Federal Reserve System)adoption of any change in (or change in the interpretation of) any generally accepted accounting principles or regulatory accounting principles applicable to the Lender or the LC Issuer (a “Regulatory Change”): (a) that subjects (or has the effect of subjecting) the Lender or LC Issuer to any charge or withholding on or with respect to this Agreement or the Lender’s or LC Issuer’s obligations under this Agreement, or on or with respect to the Purchased Receivables, or (b) that imposes, modifies or deems applicable (or has the effect of imposing, modifying or deeming applicable) any reserve, assessment, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof the Lender or LC Issuer, or credit extended by, by the Lender pursuant to this Agreement or Letter of Credit issued by the LC Issuer pursuant to this Agreement (c) that imposes (or its Applicable Lending Office), shall impose on has the LC Issuer (or its Applicable Lending Officeeffect of imposing) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost or expense to the Lender or LC Issuer (of performing its obligations under this Agreement, or to reduce the rate of return on the Lender’s or LC Issuer’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under this Agreement, or to reduce the amount of any sum received or receivable by the Lender or LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after promptly upon demand by the LC IssuerAgent, the Guarantor Borrower shall pay to the Agent, for the benefit of the LC Issuer and/or the Lender, such additional amount amounts charged to the LC Issuer and/or the Lender or such amounts as will to otherwise compensate the LC Issuer and/or the Lender for such increase costs or such reduction; provided, however, that the LC Issuer and the Lender shall not be entitled to any compensation for any increased costs under this Section 10.2 unless the Agent or the LC Issuer or the Lender delivers a reasonably detailed certificate to the Borrower setting forth the amounts and the basis for such increased cost costs. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or reductiondirectives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued. Neither the Borrower nor any other Borrower Party shall be required to compensate the Lender or the LC Issuer pursuant to the foregoing provisions of this Section 10.2 for any increased costs incurred or reductions suffered more than nine months prior to the date that the LC Issuer or the Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of the LC Issuer’s or the Lender’s intention to claim compensation therefor.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Letter of Credit Committed Loan or any obligation to issuemake Committed Loans or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, 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 the LC Issuer any Bank (or Designated 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 (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 (or Designated Lender) is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, 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, the LC Issuer any Bank (or its Applicable Lending Office), shall impose on the LC Issuer Designated Lender) (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit Bank (or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Designated Lender) (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or expense to the LC Issuer Designated Lender) (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or Designated Lender) (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank (or Designated Lender) to be material, then, within 15 days after demand by such Bank (or Designated Lender) (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank (or Designated Lender) such additional amount or amounts as will compensate the LC Issuer such Bank (or Designated Lender) for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable lawApplicable Law, rule or regulation, or any change in any applicable lawApplicable Law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer 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)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), ) or shall impose on the LC Issuer any Lender (or its Applicable Lending Office) any other condition affecting its Term SOFR Loans, its Notes evidencing Term SOFR Loans, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomake Term SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes described in clauses (ii) through (iv) of the definition of “Excluded Taxes” and (y) Connection Income Taxes), by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.028.05, if on or after the date hereof, in the case of any Loan or any obligation to make Loans or in the case of any Letter of Credit or any obligation to issue, participate in, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change 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 the LC Issuer 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, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Bank (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (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 obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer any Bank (or its Applicable Lending Office) to any taxes not governed by Section 7.02 8.05 on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Euro-Dollar Loan or of issuing, participating in or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer 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)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) Notes evidencing SOFR Loans, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomake SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. If any Affected Entity shall be charged any fee, expense or increased cost on account of a Regulatory Change: (ai) Except that subjects any Affected Entity to any Tax, duty or other charge or withholding on or with respect to any Funding Agreement or an Affected Entity’s obligations under a Funding Agreement, or on or with respect to the taxes which are governed solely by Section 7.02Receivables, if on or after changes the date hereof, basis of taxation of payments to any Affected Entity of any amounts payable under any Funding Agreement (except for (a) changes in the case rate of any Letter Tax on the overall revenues or net income of Credit an Affected Entity and (b) Excluded Taxes) or any obligation to issue(ii) that imposes, renew modifies or extend any Letter of Credit, 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 the LC Issuer (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 deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Entity, or credit extended by, the LC Issuer by an Affected Entity pursuant to a Funding Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to an Affected Entity of performing its obligations under a Funding Agreement, or expense to reduce the LC Issuer (or rate of return on an Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) an Affected Entity under this a Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Co-Agent, the Guarantor Borrower shall pay to such Co-Agent, for the LC Issuer benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or such amounts as will to otherwise compensate the LC Issuer such Affected Entity for such increased cost or such reduction. Each Affected Entity will promptly notify the applicable Co-Agent, and such Co-Agent will promptly thereafter notify Borrower, of any event of which it has knowledge, occurring after the date such Affected Entity first became entitled to the benefits of this Section, which will entitle such Affected Entity to compensation pursuant to this Section and will, if possible, 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 Affected Entity, be otherwise materially disadvantageous to such Affected Entity. A certificate of any Affected Entity claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and showing in reasonable detail the calculation thereof shall be conclusive in the absence of manifest error. In determining such amount, such Affected Entity may use any reasonable averaging and attribution methods previously disclosed in writing to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 on LC Issuing Bank or the London interbank market any other condition affecting its letters of creditEuro-Dollar Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Bank or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the such Lender or LC Issuer Issuing Bank such additional amount or amounts as will compensate the such Lender or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereofof this Agreement, in the case of any Loan or Unreimbursed Amount or any obligation to make Loans or issue or participate in any Letter of Credit or fund any obligation to issueUnreimbursed Drawing, renew or extend any Letter of Credit, Bank has determined in its reasonable judgment that 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 the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, 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, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer such Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters Loans, its participation in any Letter of creditCredit, commitmentsits share of any Unreimbursed Drawing, or other obligations, its Promissory Note or its depositsobligation to make Loans, reserves, other liabilities issue Letters of Credit or capital attributable thereto, fund Unreimbursed Drawings and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to fund Unreimbursed Drawings or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Promissory Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, hereof the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Eurodollar Loans, its Notes or its obligation to make Eurodollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Eurodollar Loans or any other amounts due under this Agreement in respect of its Eurodollar Loans or its obligation to make Eurodollar Loans (except for changes in the rate of tax on the overall net income of such 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 reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar 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, the LC Issuer any Bank (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable 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 obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, make Eurodollar Loans; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditEurodollar Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed reasonably and in good faith by the LC Issuer such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall be obligated to pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction (computed commencing on the effective date of any event mentioned herein). Each Bank agrees to use its best efforts to give the Borrower notice of the occurrence of any event mentioned herein. (b) If after the date hereof any Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital, or on the capital of any corporation controlling such Bank, as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. .SECTION 10.4.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit (or participation therein) or any obligation to issuemake Committed Loans or to issue or participate in Letters of Credit or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, 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 the LC Issuer 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 2.17), special deposit, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable 57 63 Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities participation in any Letter of Credit or capital attributable thereto, its obligation to make Fixed Rate Loans or to issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Fixed Rate Loan or Letter of CreditCredit (or participation therein), or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit Wachovia or any obligation to issueFunding Source shall be charged any fee, renew expense or extend any Letter increased cost on account of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency: (i) that subjects Wachovia to any charge or withholding on or with respect to this Agreement or Wachovia’s obligations hereunder or 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, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem changes the basis of taxation of payments to Wachovia of any amounts payable hereunder or 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 Wachovia or a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof Wachovia or a Funding Source, or credit extended by, the LC Issuer by Wachovia pursuant to this Agreement or a Funding Source pursuant to Funding Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to Wachovia of performing its obligations hereunder or expense to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the LC Issuer (rate of return on Wachovia’s capital as a consequence of its obligations hereunder or a Funding Source’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) Wachovia under this Agreement or a Funding Source under other Credit Document with respect thereto, a Funding Agreement or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by Wachovia or the LC IssuerScotiabank Group Agent, the Guarantor as applicable, Seller shall pay to Wachovia or the LC Issuer Scotiabank Group Agent, for the benefit of the relevant Funding Source, such additional amount amounts charged to Wachovia or such Funding Source or such amounts as will to otherwise compensate the LC Issuer Wachovia or such Funding Source for such increased cost or such reduction. Notwithstanding the foregoing, no Funding Source that is not organized under the laws of the United States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to the Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Funding Source is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes.

Increased Cost and Reduced Return. (a) Except with respect to If the taxes which are governed solely by Section 7.02, if adoption on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation, or any change on or after the date hereof in any applicable law, rule or regulation, or any change on or 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 LC Issuer any Lender (or its Applicable Lending Office) or any Issuer with any request or directive on or after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency 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 the applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuer or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 Issuer or on the London interbank market any other condition affecting its letters of creditEuro-Dollar Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such Issuer of making or maintaining any Euro-Dollar Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such Issuer under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC such Lender or Issuer to be material, then, within 15 30 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent) setting forth in reasonable detail the facts or circumstances giving rise to such demand, the Guarantor Borrower shall pay to the LC such Lender or Issuer such additional amount or amounts as will compensate the LC such Lender or Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. If any Regulatory Change, except for changes in the rate of tax on the overall net income of the SLOT Purchaser or Affected Entity or taxes excluded by Section 10.1, (ai) Except subjects the SLOT Purchaser or any Affected Entity to any charge or withholding on or with respect to this Agreement or the SLOT Purchaser’s or an Affected Entity’s obligations under this Agreement, or on or with respect to the taxes which are governed solely by Section 7.02Receivables, if on or after changes the date hereof, in basis of taxation of payments to the case SLOT Purchaser or any Affected Entity of any Letter of Credit amounts payable under this Agreement or any obligation to issue(ii) imposes, renew modifies or extend any Letter of Credit, 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 the LC Issuer (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 deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)fee, tax, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Entity or the SLOT Purchaser, or credit extended by, by an Affected Entity or the LC Issuer SLOT Purchaser pursuant to this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, condition affecting this Agreement and the result of any of the foregoing is to increase the cost to an Affected Entity or expense the SLOT Purchaser of performing its obligations under this Agreement, or to reduce the LC Issuer (rate of return on an Affected Entity’s or the SLOT Purchaser’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under this Agreement, or to reduce the amount of any sum received or receivable by an Affected Entity or the LC Issuer (or its Applicable Lending Office) SLOT Purchaser under this Agreement Agreement, or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be material, it then, within 15 days subject to the Intercreditor Agreement, on the forty-fifth (45th) day after demand by the LC IssuerSLOT Agent for the period of up to ninety (90) days prior to the date on which such demand was made, the Guarantor Seller shall pay to the LC Issuer SLOT Agent, for the benefit of the relevant Affected Entity or the SLOT Purchaser, such additional amount amounts charged to such Affected Entity or the SLOT Purchaser or such amounts as will to otherwise compensate such Affected Entity or the LC Issuer SLOT Agent for such increased cost or such reduction.; provided that in determining such amount, the SLOT Agent will reasonably apportion such costs among Seller and the SLOT Agent’s other customers with similarly-impacted receivables purchase or credit facilities. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable

Increased Cost and Reduced Return. (a) Except with respect to If after (x) the taxes which are governed solely by Section 7.02, if on or after the date hereofRestatement Date, in the case of any Committed Advance, any obligation to make or Convert Committed Advances or any Letter of Credit or (y) the date of the related Competitive Bid Quote, in the case of any obligation to issue, renew or extend any Letter of CreditCompetitive Bid Advance, 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 the LC Issuer 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 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, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Advances, any Note that relates to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, Fixed Rate Advances or its deposits, reserves, other liabilities obligation to make or capital attributable thereto, Convert into Fixed Rate Advances and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making, maintaining or maintaining Converting into any Letter of CreditFixed Rate Advance, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under any Note that relates to Fixed Rate Advances (other Credit Document with respect theretothan an increase in cost or reduction in amount attributable to taxes, which shall solely be governed by Section 8.4), by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor shall NYDOCS02/1166703 82 each Borrower agrees to pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction which arise out of its Advances or any Notes.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan, any obligation to make Committed Loans, any Letter of Credit or any obligation commitment to issueissue or participate in Letters of Credit or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Issuing Bank or 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 made or promulgated after the date hereof 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 (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, 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 byby or Letters of Credit issued by or participated in, the LC Issuer (Issuing Bank or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on the Issuing Bank or any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters Fixed Rate Loans, the Letters of credit, commitments, or other obligations, Credit or its deposits, reserves, other liabilities Note or capital attributable thereto, its obligation to make Fixed Rate Loans or to issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer Issuing Bank or such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditCredit or Fixed Rate Loan or participation therein, or to reduce the amount of any sum received or receivable by the LC Issuer Issuing Bank or such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by such Bank or the LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Bank or the LC IssuerIssuing Bank (with a copy to the Administrative Agent), the Guarantor Company shall pay to such Bank or the LC Issuer Issuing Bank such additional amount or amounts as will compensate such Bank or the LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) of any such authority, central bank or comparable agency agency: i shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its LIBOR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its LIBOR Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its LIBOR Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make LIBOR Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank’s principal executive office or Lending Office is located); or ii shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar but excluding with respect to any LIBOR Loans any such requirement included in an applicable LIBOR Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Bank (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or shall impose on any Bank (or its Lending Office) or on the interbank market any other condition affecting its LIBOR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurodollar Loans, to issue Letters a Letter of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, participate therein; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of making or maintaining any LIBOR Loan, issuing or maintaining any a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall be obligated to pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank 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 is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by Borrower to such Bank hereunder, such Bank shall refund such amount or amounts to Borrower without interest.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan, any obligation to make Committed Loans or any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any obligation to issue, renew or extend any Letter of CreditMoney Market Loan, 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 the LC Issuer any Bank (or its Applicable Lending Office) or any Issuing Bank 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 included in an applicable Euro–Dollar Reserve Percentage), special deposit, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 Issuing Bank or on the United States market for certificates of deposit or the London interbank market any other condition affecting its letters Fixed Rate Loans, its Note, any Letter of credit, commitments, or other obligations, Credit or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, issue Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or Issuing Bank, as applicable, of making or maintaining any Fixed Rate Loan or of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank or Issuing Bank to be material, then, within 15 days after demand by such Bank or Issuing Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank or Issuing Bank, as applicable, such additional amount or amounts as will compensate the LC Issuer such Bank or Issuing Bank, as applicable, for such increased cost or reduction.

Increased Cost and Reduced Return. If any Change in Law: (ai) Except shall subject any Lender (or its Lending Office) or the L/C Issuer to any tax, duty or other charge with respect to the taxes which are governed solely by Section 7.02its Eurodollar Loans, if on its Notes, its Letter(s) of Credit, or after the date hereofits participation in any thereof, in the case of any Letter of Credit Reimbursement Obligations owed to it or any its obligation to issuemake Eurodollar Loans, renew or extend any issue a Letter of Credit, the adoption of any applicable law, rule or regulationto participate therein, or shall change the basis of taxation of payments to 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 the LC Issuer Lender (or its Applicable Lending Office) with any request or directive (whether the L/C Issuer of the principal of or not having the force of lawinterest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such authority, central bank Lender or comparable agency its Lending Office or the L/C Issuer imposed by the jurisdiction in which such Lender’s or the L/C Issuer’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar 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, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or the L/C Issuer or shall impose on any Lender (or its Lending Office) or the L/C Issuer or on the interbank market any other condition affecting its Eurodollar Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurodollar Loans, or to issue Letters a Letter of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, participate therein; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or the L/C Issuer of making or maintaining any Eurodollar Loan, issuing or maintaining any a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or the L/C Issuer under this Agreement or under any other Credit Loan Document with respect thereto, by an amount deemed by the LC such Lender or L/C Issuer to be material, then, within 15 days after demand by the LC Issuersuch Lender or L/C Issuer (with a copy to Administrative Agent), the Guarantor Borrower shall be obligated to pay to the LC such Lender or L/C Issuer such additional amount or amounts as will compensate the LC such Lender or L/C Issuer for such increased cost or reduction.. (b) If, after the date hereof, any Lender, the L/C Issuer, or Administrative Agent shall have determined that any Change in Law has had the effect of reducing the rate of return on such

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of CreditOriginal Closing Date, 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 the LC Issuer 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 2.14), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of credit, commitments, or other obligations, Euro-Dollar Loans or its depositsobligations hereunder in respect of Letters of Credit, reserves, other liabilities its Note or capital attributable theretoits obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofof this Agreement, in the case of any Committed Loan or Letter of Credit Credit, or any obligation to issuemake Committed Loans or issue or participate in any Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) or any Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participation therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 Issuing Bank or on the London interbank market any other condition affecting its letters of creditFixed Rate Loans or the Letters or Credit, commitments, or other obligations, its Note or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter Letters of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under other its Note or Letters of Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank or such Issuing Bank to be material, then, within 15 days after demand by such Bank or such Issuing Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank or such Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Bank or such Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, If a Change in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer (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 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-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Lender or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 Issuing Lender or on the London interbank market any other condition affecting its letters Fixed Rate Loans, the Letters of creditCredit, commitments, or other obligations, its Note or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such Issuing Lender of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter Letters of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such Issuing Lender under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender or Issuing Lender to be material, then, so long as such Lender or Issuing Lender generally requires similar obligors under other credit facilities of this type made available by such Lender or such Issuing Lender to similarly so compensate such Lender or such Issuing Lender, within 15 days after demand by such Lender or Issuing Lender (with a copy to the LC IssuerAgent), the Guarantor Company shall pay to the LC Issuer such Lender or Issuing Lender such additional amount or amounts as will compensate the LC Issuer such Lender or Issuing Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer any Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 on LC Issuing Bank or the London interbank market any other condition affecting its letters of creditEuro-Dollar Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Bank or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the such Bank or LC Issuer Issuing Bank such additional amount or amounts as will compensate the such Bank or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of If any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer Change In Law (or its Applicable Lending Officei) 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 reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed regulations issued from time to time by the Board of Governors FRB for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Federal Reserve SystemFRB, as amended and in effect from time to time), special deposit, compulsory loan, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer ; (or its Applicable Lending Officeii) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (any Lender or its Applicable Lending Office) Administrative Agent to any taxes not governed by Section 7.02 (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of 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 (iii) shall impose on any Lender (or its Lending Office) any other condition, cost or expense affecting its SOFR Loans, its Note or its obligation to make SOFR Loans and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter SOFR Loan (or, in the case of Creditan adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.02(a).

Increased Cost and Reduced Return. (a) Except with respect to If after the taxes which are governed solely by Section 7.02Closing Date, if the Administrative Agent or any Lender shall be charged any fee, expense or increased cost on or account of the adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable lawLaw, rule or regulation (including any applicable Law, rule or regulation regarding capital adequacy and any accounting principles) or any change after the date hereof in any applicable Law, rule or regulation, or any change in any applicable law, rule or regulation, or any change after the date hereof in the interpretation or administration thereof of any applicable Law, rule or regulation by the Financial Accounting Standards Board or any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (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(a “Regulatory Change”): (a) that subjects the Administrative Agent or any Lender to any Taxes—other than Indemnified Taxes, modify or deem applicable any reserve Taxes described in clauses (including, without limitation, any such requirement imposed by the Board of Governors b) through (d) of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for definition of Excluded Taxes and Connection Income Taxes—on its interest in the account of, or credit extended by, the LC Issuer (Collateral or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and (b) that imposes, modifies or deems applicable any reserve, assessment, liquidity requirement, compulsory loan, insurance or other insurance-related charge, special deposit or similar requirement against assets of, deposits with or for the account of the Administrative Agent or a Lender, or credit extended or any commitments to extend credit by the Administrative Agent or any Lender pursuant to this Agreement or any other Transaction Document, or (c) that imposes any other condition the result of any of the foregoing which is to increase the cost or expense to the LC Issuer (Administrative Agent or any Lender of performing its Applicable Lending Office) obligations under the Transaction Documents, or to reduce the rate of issuing return on the Administrative Agent’s or maintaining any Letter Lender’s capital as a consequence of Creditits obligations under the Transaction Documents, or to reduce the amount of any sum received or receivable by the LC Issuer (Administrative Agent or its Applicable Lending Office) any Lender under this Agreement any Transaction Document or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed by the LC Issuer to be materialof interests in Collateral, then, within 15 days after upon demand by the LC IssuerAdministrative Agent or such Lender, the Guarantor Borrower shall pay to the LC Issuer Administrative Agent or such additional amount or Lender such amounts as will charged to such Person to otherwise compensate the LC Issuer 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)

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Eurocurrency Loans, its Note, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Bank or its 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 reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar but excluding with respect to any Eurocurrency 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, the LC Issuer any Bank (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or shall impose on any Bank (or its Lending Office) or on the interbank market any other condition affecting its Eurocurrency Loans, its Note, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurocurrency Loans, to issue Letters a Letter of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, participate therein; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of making or maintaining any Eurocurrency Loan, issuing or maintaining any a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 fifteen (15) days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.Bank

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule rule, or regulation, or any change in any applicable law, rule rule, or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank bank, or comparable agency shall impose, modify or deem applicable any reserve agency: (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officei) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer such Lender (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credittax, commitmentsduty, or other obligationscharge with respect to any Fixed Rate Loans, its Note, or its depositsobligation to make Eurodollar Loans, reservesor change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Fixed Rate Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, 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 capital attributable theretocommitments of, such Lender (or its Applicable Lending Office), including the Revolving Credit Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making, Converting into, Continuing, or maintaining any Letter of Credit, Fixed Rate Loans or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretoto any Fixed Rate Loans, by an amount deemed by then the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the LC Issuer Borrower under this Section 4.01(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 Loans, or to Convert Base Rate Loans into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.04 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand the Borrower shall pay to such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost 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 4.01 for a period not greater than 180 days and will designate a different Applicable Lending Office if such designation will avoid the need for, or reductionreduce 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 4.01 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive when made in good faith and in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Any claim for compensation under this Section 4.01 shall be made by the applicable Lender within 180 days after the date on which the officer of such Lender who has responsibility for compliance with the obligations under this Agreement knows or has reason to know of such Lender's right to any compensation under this Section 4.01 or, if any such Lender fails to deliver such demand within such 180-day period, such Lender shall only be entitled to compensation under this Section 4.01 from and after the date that is 180 days prior to the date such Lender delivers such demand. 4.02.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew issue or extend participate in any Letter of Credit, 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 the LC Issuer any Lender (or its Applicable Domestic Lending Office) or the LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by 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, compulsory loan, 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, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Domestic Lending Office) or the LC Issuing Bank or shall impose on any Lender (or its obligation to issue Domestic Lending Office) or the LC Issuing Bank or on the London interbank market any other condition affecting its obligations hereunder in respect of Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Domestic Lending Office) or the LC Issuing Bank of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Domestic Lending Office) or the LC Issuing Bank under this Agreement or under other Credit Document with respect theretoAgreement, by an amount deemed by such Lender or the LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Lender or the LC IssuerIssuing Bank (with a copy to the Administrative Agent), the Guarantor Borrower shall pay to such Lender or the LC Issuer Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or the LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. If after April 28, 2005 (ain the case of Wachovia) Except or April 4, 2006 (in the case of CIT/BC), any Regulatory Change shall occur: (i) that subjects any Committed Purchaser to any charge or withholding on or with respect to any Transaction Document, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Committed Purchaser of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of a Committed Purchaser or taxes which are governed solely excluded by Section 7.0210.1) or (ii) that imposes, if on modifies or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer (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 deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof a Committed Purchaser, or credit extended by, the LC Issuer by a Committed Purchaser pursuant to this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer iii) that imposes any other condition (or its Applicable Lending Officeother than with respect to taxes) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its 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 which is to increase the cost to a Committed Purchaser of performing its obligations under this Agreement, or expense to reduce the LC Issuer (or rate of return on a Committed Purchaser’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under this Agreement, or to reduce the amount of any sum received or receivable by a Committed Purchaser under any Transaction Document or to require any payment calculated by reference to the LC Issuer (amount of interests or its Applicable Lending Office) under this Agreement loans held or under other Credit Document with respect thereto, interest received by an amount deemed by the LC Issuer to be materialit, then, such Committed Purchaser shall notify the Agent and the Seller within 15 120 days after any Regulatory Change (other than with respect to taxes) giving rise to any such fee, expense, increased cost or reduced return and, upon written demand by the LC IssuerAgent setting forth in reasonable detail the basis for and computation of the amount of such claim, the Guarantor Seller shall pay to the LC Issuer Agent, for the benefit of the relevant Committed Purchaser, such additional amount amounts charged to such Committed Purchaser or such amounts as will to otherwise compensate the LC Issuer such Committed Purchaser for such increased cost or such reduction. Failure of any Committed Purchaser to give notice within the 120-day period following a Regulatory Change (other than with respect to taxes) shall limit the applicable Committed Purchaser’s right to reimbursement to any such fees, expenses, increased costs or reduced returns that accrue or are incurred from and after the date on which such notice is actually given.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer 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 SystemBoard), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on other condition affecting its letters of creditTerm SOFR Loans, commitments, or other obligationsits Notes evidencing Term SOFR Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Term SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Indemnified Taxes, (y) Taxes described in clauses (ii) through (iv) of the definition of “Excluded Taxes” and (z) Connection Income Taxes) by an amount deemed by such Lender (with a copy to the LC Issuer to be material, then, within 15 days after demand by the LC IssuerAdministrative Agent, the Guarantor shall pay to the LC Issuer Collateral Agent and S&P), such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Loan or any obligation to make Loans or in the case of any Letter of Credit or any obligation to issue, participate in, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change 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 the LC Issuer 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), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Notes or its obligation to make Loans or its obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Disbursements (or its Applicable Lending Officeother than Excluded Taxes and Taxes indemnified under Section 8.05) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Loan or of issuing, participating in or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 thirty (30) days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Loan or any obligation to make Loans or in the case of any Letter of Credit or any obligation to issue, participate in, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change 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 the LC Issuer 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)reserve, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the interbank market any other condition affecting its Term SOFR Loans, its Notes or its obligation to make Term SOFR Loans or its obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, Disbursements and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Term SOFR Loan or of issuing, participating in or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except If any Change in Law: (i) shall subject any Lender (or its Lending Office) or any L/C Issuer to any tax, duty or other charge with respect to the taxes which are governed solely by Section 7.02its Eurocurrency Loans, if on its Notes, its Letter(s) of Credit, or after the date hereofits participation in any thereof, in the case of any Letter of Credit Reimbursement Obligations owed to it or any its obligation to issuemake Eurocurrency Loans, renew or extend any issue a Letter of Credit, the adoption of any applicable law, rule or regulationto participate therein, or shall change the basis of taxation of payments to 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 the LC Issuer Lender (or its Applicable Lending Office) with or any request L/C Issuer of the principal of or directive (whether or not having the force of lawinterest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such authority, central bank Lender (or comparable agency its Lending Office) or such L/C Issuer imposed by the jurisdiction in which such Lender (or its Lending Office) or such L/C Issuer is incorporated or in which such Lender’s or L/C Issuer’s principal executive office or (Lending Office) is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar but excluding with respect to any Eurocurrency Loans any such requirement included in an applicable Eurocurrency Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or any L/C Issuer or shall impose on any Lender (or its Lending Office) or any L/C Issuer or on the interbank market any other condition affecting its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurocurrency Loans, to issue Letters a Letter of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, participate therein; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such L/C Issuer of making or maintaining any Eurocurrency Loan, issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.a

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Euro-Dollar Loan or Letter of Credit or any obligation to issuemake Committed Euro-Dollar Loans or issue or participate in Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of 52 any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, compulsory loan, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of 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 Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition, cost or expense (other than Taxes) affecting its letters Fixed Rate Loans or the Letters of creditCredit, commitments, or other obligations, its Note evidencing Fixed Rate Loans or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Fixed Rate Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the LC IssuerServicing Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer 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 180 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 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 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Affected Entity shall be charged any fee, expense or increased cost on account of any Letter Regulatory Change (i) that subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, or on or with respect to the Receivables, or changes the basis of Credit or any obligation taxation of payments to issue, renew or extend any Letter of Credit, the adoption such Affected Entity of any applicable lawamounts payable under any Funding Agreement (except Excluded Taxes or Indemnified Taxes) or (ii) that imposes, rule modifies 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 the LC Issuer (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 deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) by such Affected Entity pursuant to any taxes not governed by Section 7.02 on its letters of credit, commitments, Funding Agreement or (iii) that imposes any other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to such Affected Entity of performing its obligations under any Funding Agreement, or expense to reduce the LC Issuer (or rate of return on such Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining obligations under any Letter of CreditFunding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) such Affected Entity under this any Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Co-Agent, the Guarantor on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to such Co-Agent, as applicable, for the LC Issuer benefit of such additional amount Affected Entity, such amounts charged to such Affected Entity or such amounts as will to otherwise compensate the LC Issuer such Affected Entity for such increased cost or such reduction. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith (collectively, “Xxxx Xxxxx Act”) (whether or not having the force of law) as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III (collectively, “Basel Accords”) (whether or not 38 having the force of law), shall be deemed to be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the date hereof.

Increased Cost and Reduced Return. If any Affected Entity determines that any Regulatory Change affecting such Affected Entity or any lending office of such Affected Entity has or would have the effect of: (ai) Except subjecting any such Affected Entity to any Tax, duty or other charge or withholding on or with respect to any Funding Agreement of such Affected Entity or an Affected Entity’s obligations under a Funding Agreement, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any such Funding Agreement (except for (A) changes in the rate of Tax on the overall revenues or net income of an Affected Entity and (B) Excluded Taxes) or on or with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulationReceivables, or any change in any applicable lawits loans, rule or regulationloan principal, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (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), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto or (ii) imposing, modifying or deeming applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of such Affected Entity, or credit extended by such Affected Entity pursuant to a Funding Agreement of such Affected Entity or (iii) imposing on any Affected Entity or the or the London interbank market any other condition, fee, cost or expense (other than Taxes) or (iv) causing an internal capital or liquidity charge or other imputed cost to be assessed upon such Affected Entity, which is allocable to the Borrower or to the transactions contemplated by this Agreement and the result of any of the foregoing is to increase the cost to such Affected Entity of performing its obligations under a Funding Agreement of such Affected Entity, or expense to reduce the LC Issuer rate of return on such Affected Entity’s capital as a consequence of its obligations under such Funding Agreement (or its Applicable Lending Office) of issuing or maintaining any Letter of Credittaking into consideration such Affected Entity’s policies with respect to capital adequacy), or to reduce the amount of any sum received or receivable by such Affected Entity under a Funding Agreement of such Affected Entity or to require any payment calculated by reference to the LC Issuer (amount of interests or its Applicable Lending Office) under this Agreement loans held or under other Credit Document with respect theretointerest received by it, by an amount deemed by the LC Issuer in each case to be material, a level below that which such Affected Entity could have achieved but for such Regulatory Change then, within 15 days after upon demand by the LC Issuerapplicable Co‑Agent, the Guarantor Borrower shall pay to such Co‑Agent, for the LC Issuer benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or such amounts as will to otherwise reasonably compensate the LC Issuer such Affected Entity for such increased cost or such reduction. Each Affected Entity will promptly notify the applicable Co‑Agent, and such Co‑Agent will promptly thereafter notify Borrower, of any event of which it has knowledge, occurring after the date such Affected Entity first became entitled to the benefits of this Section, which will entitle such Affected Entity to compensation pursuant to this Section and will, if possible, 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 Affected Entity, be otherwise materially disadvantageous to such Affected Entity. A certificate of any Affected Entity claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and showing in reasonable detail the calculation thereof shall be conclusive in the absence of manifest error. In determining such amount, such Affected Entity may use any reasonable averaging and attribution methods previously disclosed in writing to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit Term Loan or any obligation to issue, renew or extend any Letter of Creditmake Term Loans, 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer 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, including any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) (except any Tax), shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Term Loans, its Notes or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursementsmake Term Loans, or shall subject the LC Issuer any Bank (or its Applicable Lending Office) to any taxes not governed by Section 7.02 Taxes (other than Indemnified Taxes and Excluded Taxes) on its letters of creditloans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Letter of CreditTerm Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 thirty (30) days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case Lender shall be charged any fee, expense or increased cost (other than taxes) on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (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 on account of the Federal Reserve System)adoption of any change in (or change in the interpretation of) any generally accepted accounting principles or regulatory accounting principles applicable to the Lender (a “Regulatory Change”): (a) that subjects (or has the effect of subjecting) the Lender to any charge or withholding on or with respect to this Agreement or the Lender’s obligations under this Agreement, or on or with respect to the Purchased Receivables, or (b) that imposes, modifies or deems applicable (or has the effect of imposing, modifying or deeming applicable) any reserve, assessment, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof the Lender, or credit extended by, by the LC Issuer Lender pursuant to this Agreement or (c) that imposes (or its Applicable Lending Office), shall impose on has the LC Issuer (or its Applicable Lending Officeeffect of imposing) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost or expense to the LC Issuer (Lender of performing its obligations under this Agreement, or to reduce the rate of return on the Lender’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under this Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) Lender under this Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after promptly upon demand by the LC IssuerAgent, the Guarantor Borrower shall pay to the LC Issuer Agent, for the benefit of the Lender, such additional amount amounts charged to the Lender or such amounts as will to otherwise compensate the LC Issuer Lender for such increase costs or such reduction; provided, however, that the Lender shall not be entitled to any compensation for any increased costs under this Section 10.2 unless the Agent or the Lender delivers a reasonably detailed certificate to the Borrower setting forth the amounts and the basis for such increased cost costs. Neither the Borrower nor any other Borrower Party shall be required to compensate the Lender pursuant to the foregoing provisions of this Section 10.2 for any increased costs incurred or reductionreductions suffered more than nine months prior to the date that the Lender notifies Borrower of the Regulatory Change giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit or Regulatory Change shall occur: (i) that subjects any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer Purchaser (or its Applicable Lending Officeholding company) to any charge or withholding on or with respect to this Agreement, the Purchasers’ Fee Letter, any request Liquidity Agreement to which such Purchaser is a party or directive a Purchaser’s obligations hereunder or thereunder, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser under this Agreement, the Purchasers’ Fee Letter, any Liquidity Agreement to which such Purchaser is a party or a Purchaser’s obligations hereunder (whether except for Excluded Taxes or not having the force of lawtaxes excluded by Section 8.1), (ii) of any such authoritythat imposes, central bank modifies or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof any Purchaser, or credit extended by, the LC Issuer by any Purchaser pursuant to this Agreement or any Liquidity Agreement to which it is a party or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to any Purchaser of performing its obligations under this Agreement or expense any Liquidity Agreement to which it is a party, or to reduce the LC Issuer rate of return on any Purchaser’s (or its Applicable Lending Officeholding company’s) capital as a consequence of issuing its obligations under this Agreement or maintaining any Letter of CreditLiquidity Agreement to which it is a party, or to reduce the amount of any sum received or receivable by any Purchaser under this Agreement, the LC Issuer Purchasers’ Fee Letter or any Liquidity Agreement to which it is a party or to require any payment calculated by reference to amount of interests held or interest received by it, then, upon demand by the applicable Purchaser, Seller shall pay to such Purchaser, such amounts charged to such Purchaser (or its Applicable Lending Officeholding company) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such amounts to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer otherwise compensate such additional amount Purchaser (or amounts as will compensate the LC Issuer its holding company) for such increased cost or such reduction. Notwithstanding the foregoing, no Purchaser that is not organized under the laws of the United States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Purchaser is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Failure or delay on the part of any Purchaser to demand compensation pursuant to this Section shall not constitute a waiver of such Purchaser’s right to demand such compensation; provided that Seller shall not be required to compensate a Purchaser pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Purchaser notifies Seller of the Regulatory Change giving rise to such increased costs or reductions and of such Purchaser’s intention to claim compensation therefor (except that, if the Regulatory Change 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).

Increased Cost and Reduced Return. (a) Except If any Regulatory Requirement (i) subjects any Lender or Credit Provider to any charge or withholding on or with respect to any Liquidity Facility or this Agreement or a Lender or Credit Provider's obligations under a Liquidity Facility or this Agreement or on or with respect to the taxes which are governed solely by Section 7.02Receivables, if on or after changes the date hereof, basis of taxation of payments to any Lender or any Credit Provider of any amounts payable under any Liquidity Facility or this Agreement (except for changes in the case rate of Tax on the overall net income of a Lender or Credit Provider, Indemnified Taxes or Excluded Taxes), (ii) imposes, modifies or deems applicable any Letter of Credit or any obligation to issuereserve, renew or extend any Letter of Creditassessment, the adoption of any applicable lawfee, rule or regulationtax (other than (A) Indemnified Taxes, or any change (B) Taxes described 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 the LC Issuer clauses (or its Applicable Lending Officeii) with any request or directive through (whether or not having the force of lawiv) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve the definition of Excluded Taxes and (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemC) Connection Income Taxes), insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Credit Provider or a Lender, or credit extended byby a Credit Provider or a Lender pursuant to a Liquidity Facility or this Agreement or, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Credit Provider or expense a Lender of performing its obligations under a Liquidity Facility or this Agreement, or to reduce the LC Issuer (rate of return on a Credit Provider's or Lender's capital or assets as a consequence of its Applicable Lending Office) of issuing obligations under a Liquidity Facility or maintaining any Letter of Creditthis Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (a Credit Provider or its Applicable Lending Office) a Lender under a Liquidity Facility or this Agreement Agreement, or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.require any

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofupon which a financial institution becomes a Lender under this Agreement, in the case of any Letter of Credit Committed Loan or any obligation to issuemake Committed Loans or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, 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 the LC Issuer 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 reserve, special deposit, compulsory loan, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special depositbut excluding, compulsory loanwith respect to any Euro-Dollar Loan, insurance assessment or similar any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.7) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or the London interbank market any taxes not governed by Section 7.02 on other condition, cost or expense affecting its letters of credit, commitments, or other obligations, Fixed Rate Loans or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Fixed Rate Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making, converting into or maintaining continuing any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 60 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer 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 SystemBoard (but excluding with respect to any Loan any such requirement reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditEurodollar Rate Loans, commitments, or other obligationsits Notes evidencing Eurodollar Rate Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (except for changes in the rate of tax on, or determined by reference to, the net income or profits of such Lender pursuant to the laws of the jurisdiction in which it is organized or its Applicable Lending Office is located or any political subdivision thereof), by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by the LC Issuer, the Guarantor shall pay such Lender (with a copy to the LC Issuer Administrative Agent and Moody's), such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction 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.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Creditthis Agreement, 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 the LC Issuer 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 SystemBoard (), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on other condition affecting its letters of credit, commitments, SOFR Loans or other obligationsits Notes evidencing SOFR Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (except, in any case, with respect to Excluded Taxes or Taxes indemnified under Section 11.4), by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after 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 LC IssuerAdministrative Agent, the Guarantor shall pay to Blackstone Structed Products Representative, the LC Issuer U.S. Collateral Agent and KBRA), such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute Increased Costs payable by the Borrower pursuant to Section 9.1(a) and 6.4.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, any Affected Entity shall be charged any fee, expense or increased cost on account of any Regulatory Change (i) that subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the case rate of any Letter tax on the overall net income of Credit such Affected Entity or any obligation to issueExcluded Taxes) or (ii) that imposes, renew modifies or extend any Letter of Credit, 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 the LC Issuer (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 deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) by such Affected Entity pursuant to any taxes not governed by Section 7.02 on its letters of credit, commitments, Funding Agreement or (iii) that imposes any other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to such Affected Entity of performing its obligations under any Funding Agreement, or expense to reduce the LC Issuer (or rate of return on such Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining obligations under any Letter of CreditFunding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) such Affected Entity under this any Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Co-Agent, the Guarantor on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to such Co-Agent, as applicable, for the LC Issuer benefit of such additional amount Affected Entity, such amounts charged to such Affected Entity or such amounts as will to otherwise compensate the LC Issuer such Affected Entity for such increased cost or such reduction. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith (collectively, “Xxxx Xxxxx Act”) (whether or not having the force of law) as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III (collectively, “Basel Accords”) (whether or not having the force of law), shall be deemed to be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the date hereof.

Increased Cost and Reduced Return. (a) Except with respect to If after the taxes which are governed solely by Section 7.02Closing Date, if the Administrative Agent or any Purchaser shall be charged any fee, expense or increased cost on or account of the adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy and any accounting principles) or any change after the date hereof in any applicable Law, rule or regulation, or any change after the date hereof in the interpretation or administration of any applicable law, rule or regulation, regulation by the Financial Accounting Standards Board or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (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 (a “Regulatory Change”): (a) that subjects the Administrative Agent or deem applicable any reserve (including, without limitation, Purchaser to any such requirement imposed by Taxes — other than Indemnified Taxes and Excluded Taxes — on its interest in the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (Receivable Interests or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and (b) that imposes, modifies or deems applicable any reserve, assessment, insurance or other insurance-related charge, special deposit or similar requirement against assets of, deposits with or for the account of the Administrative Agent or a Purchaser, or credit extended or any commitments to extend credit by the Administrative Agent or any Purchaser pursuant to this Agreement or any other Transaction Document, or (c) that imposes any other condition the result of any of the foregoing which is to increase the cost or expense to the LC Issuer (Administrative Agent or any Purchaser of performing its Applicable Lending Office) obligations under the Transaction Documents, or to reduce the rate of issuing return on the Administrative Agent’s or maintaining any Letter Purchaser’s capital as a consequence of Creditits obligations under the Transaction Documents, or to reduce the amount of any sum received or receivable by the LC Issuer (Administrative Agent or its Applicable Lending Office) any Purchaser under this Agreement any Transaction Document or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed by the LC Issuer to be materialof interests in Receivable Interests, then, within 15 days after upon demand by the LC IssuerAdministrative Agent or such Purchaser, the Guarantor Seller shall pay to the LC Issuer Administrative Agent or such additional amount or Purchaser such amounts as will charged to such Person amounts to otherwise compensate the LC Issuer such Person for such increased cost or such reduction; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Xxxxxx 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”,(1) 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.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If --------------------------------- after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer 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 (i) with respect to any CD Loan any such requirement included in the applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in the applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in the applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofupon which a financial institution becomes a Lender under this Agreement, in the case of any Letter of Credit Committed Loan or any obligation to issuemake Committed Loans or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, 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 the LC Issuer 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 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), special depositbut excluding, compulsory loanwith respect to any Euro-Dollar Loan, insurance assessment or similar any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.7) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of credit, commitments, or other obligations, Fixed Rate Loans or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Fixed Rate Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of (but excluding with respect to any such requirement reflected in the Federal Reserve Systemthen effective LIBOR Rate)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable LIBOR Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer impose on Lender (or its Applicable LIBOR Lending Office) to or on th London interbank market any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition affecting any Loan bearing interest at the LIBOR Rate, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer Lender (or its Applicable LIBOR Lending Office) of issuing or making or maintaining any Letter of CreditLoan at the LIBOR Rate, or to reduce the amount of any sum received or receivable by the LC Issuer Lender (or its Applicable LIBOR Lending Office) under this Agreement or under other Credit Document the Note with respect thereto, by an amount deemed by the LC Issuer Lender to be material, then, within 15 sixty (60) days after demand by the LC IssuerLender, the Guarantor Borrower shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer any Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 on LC Issuing Bank or the London interbank market any other condition affecting its letters of creditEuro-Dollar Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank of issuing making or maintaining any Euro-Dollar Loan or issuing or participating in any Letter of 72 Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Bank or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the such Bank or LC Issuer Issuing Bank such additional amount or amounts as will compensate the such Bank or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to issue, renew make Committed Loans or extend issue or participate in any Letter of CreditCredit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable lawLaw, rule or regulation, or any change in any applicable lawLaw, 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 the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of lawLaw) 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 2.16), special deposit, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. If any Regulatory Requirement (ai) Except subjects any Lender or Credit Provider to any charge or withholding on or with respect to any Liquidity Facility or this Agreement or a Lender or Credit Provider's obligations under a Liquidity Facility or this Agreement or on or with respect to the taxes Receivables, or changes the basis of taxation of payments to any Lender or any Credit Provider of any amounts payable under any Liquidity Facility or this Agreement (except for changes in the rate of Tax on the overall net income of a Lender or Credit Provider, Indemnified Taxes or Excluded Taxes), (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes), insurance charge, special deposit or similar requirement against 60 assets of, deposits with or for the account of, or liabilities of a Credit Provider or a Lender, or credit extended by a Credit Provider or a Lender pursuant to a Liquidity Facility or this Agreement or, (iii) imposes any other condition the result of which are governed solely is to increase the cost to a Credit Provider or a Lender of performing its obligations under a Liquidity Facility or this Agreement, or to reduce the rate of return on a Credit Provider's or Lender's capital or assets as a consequence of its obligations under a Liquidity Facility or this Agreement, or to reduce the amount of any sum received or receivable by Section 7.02a Credit Provider or a Lender under a Liquidity Facility or this Agreement, if on 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, the Borrower shall pay to the Administrative Agent, for the benefit of the relevant Credit Provider or Lender, such amounts charged to such Credit Provider or Lender or such amounts to otherwise compensate such Credit Provider or such Lender for such increased cost or such reduction. The term "Regulatory Requirement" shall mean (i) the adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulation, regulation regarding capital adequacy or liquidity coverage) or any change therein after the date hereof, or (ii) 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 LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency; provided, that for purposes of this definition, (A) the Xxxx-Xxxxx Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III, shall imposein each case be deemed to be a "Regulatory Requirement", modify regardless of the date enacted, adopted, issued or deem applicable implemented. The Borrower acknowledges that any reserve Lender or Credit Provider may institute measures in anticipation of a Regulatory Requirement (including, without limitation, any the imposition of internal charges on such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment Person's interests or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) obligations under this Agreement or any Liquidity Facility), and may commence allocating charges to or seeking compensation from the Borrower under other this Section in connection with such measures, in advance of the effective date of such Regulatory Requirement (such charges or compensation, "Early Adoption Increased Costs"). The Borrower agrees to pay Early Adoption Increased Costs to the Administrative Agent, for the benefit of such Lender or Credit Document with respect theretoProvider, which are incurred by an amount deemed by the LC Issuer to be materialsuch Lender or Credit Provider, then, within 15 beginning sixty (60) days after demand delivery by such Lender or Credit Provider (or the LC Issuer, the Guarantor shall pay Agent on its behalf) to the LC Issuer Borrower of a written representation and warranty (an "Early Adoption Increased Costs Representation") to the effect that such additional Lender or Credit Provider is () recognizing Early Adoption Increased Costs, (y) setting forth the amount or amounts as will necessary to compensate such Lender or Credit Provider and (z) that such Lender or Credit Provider actually incurred such costs. The Borrower further acknowledges that any charge or compensation demanded hereunder may take the LC Issuer for form of a monthly charge to be assessed by such increased cost Lender or reduction.Credit Provider. For the avoidance of doubt, the Borrower shall not be required to pay any Early Adoption Increased Costs incurred by any Lender or Credit Provider prior to the expiration of sixty (60) days after receipt by the Borrower of the Early Adoption Increased Costs 61

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 banks or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (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 SystemSystem (but excluding with respect to any Euro-Dollar Loan any such requirement reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or shall impose on any Lender (or its 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 Lender's Euro-Dollar Loans, its Note, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomake Euro-Dollar Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts (based upon a reasonable allocation thereof by such Lender to the Euro-Dollar Loans made by such Lender hereunder) as will compensate the LC Issuer such Lender for such increased cost or reductionreduction to the extent such Lender generally imposes such additional amounts on other borrowers of such Lender in similar circumstances.

Increased Cost and Reduced Return. (a) Except with respect Subject to Section 11.3(b), the Borrower shall, on any Quarterly Payment Date, subject to prior written demand by the Senior Lender of not less than five Business Days to the taxes Facility Agent, the Borrower, the Collateral Manager and the Collateral Administrator, accompanied by a certification in reasonable detail of the amount of such Increased Costs by the Senior Lender, in accordance with the Priority of Payments, pay for the account of the Senior Lender the amount of any Increased Costs which are governed solely applied or reasonably allocated by Section 7.02, if on or after the date hereof, Senior Lender to the transactions contemplated herein (all as determined by the Senior Lender in its reasonable discretion) and incurred by it as a result of (a) the case introduction of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulationnew, or any change in any applicable law, rule (or regulation, or any change in the interpretation interpretation, administration or administration thereof by any governmental authorityapplication of), central bank law or comparable agency charged with the interpretation regulation or administration thereof, or (b) compliance by the LC Issuer (or its Applicable Lending Office) with any request law or directive (whether or not having regulation made after the force date 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), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce this Agreement. In determining the amount of any sum received or receivable Increased Costs, the Senior Lender will act reasonably and in good faith and shall use averaging and attribution methods consistent with such methods as are used by similarly-situated lenders participating in transactions similar to the LC Issuer (or its Applicable Lending Office) transactions contemplated hereby. Notwithstanding anything else herein, the amounts to be charged under this Agreement or under Section 11.3 shall be no greater than that which such Senior Lender is generally charging other Credit Document with respect thereto, by an amount deemed by borrowers similarly situated to the LC Issuer to be material, then, within 15 days after demand by the LC IssuerBorrower. In addition, the Guarantor Borrower shall pay not be required to compensate a Senior Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the LC Issuer earlier of (x) the date on which the applicable Senior Lender has actual knowledge of the event giving rise to such additional amount increased costs or amounts as will compensate reductions and (y) the LC Issuer for date on which the applicable Senior Lender should, in the exercise of reasonably care, have knowledge of the event giving rise to such increased cost or reduction; 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.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of (but excluding with respect to any such requirement reflected in the Federal Reserve Systemthen effective LIBOR Rate)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable LIBOR Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer impose on Lender (or its Applicable LIBOR Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition affecting any loan bearing interest at the LIBOR Rate, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer Lender (or its Applicable LIBOR Lending Office) of issuing or maintaining any Letter of Creditthe Loan at the LIBOR Rate, or to reduce the amount of any sum received or receivable by the LC Issuer Lender (or its Applicable LIBOR Lending Office) under this Agreement or under other Credit Document Note with respect thereto, by an amount deemed by the LC Issuer Lender in its reasonable judgment to be material, then, within 15 thirty (30) days after demand by the LC IssuerLender, the Guarantor Borrower shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Term Benchmark Loan or Letter of Credit or any obligation to issue, renew make Term Benchmark Loans or extend any Letter issue or participate in Letters of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer 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 reserve, compulsory loan, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of but excluding any such reserve requirement reflected in the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement Adjusted Term SOFR Rate) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on other condition, cost or expense (other than taxes) affecting its letters Term Benchmark Loans or the Letters of creditCredit, commitments, or other obligations, its Note evidencing Term Benchmark Loans or its deposits, reserves, other liabilities obligation to make Term Benchmark Loans or capital attributable thereto, its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Term Benchmark Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the LC IssuerServicing Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer 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 180 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 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 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Letter Committed Loan or Letters of Credit or any obligation to issuemake Committed Loans or issue or participate in any Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, 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 the LC Issuer any Bank (or its Applicable Lending Office) or any Issuing Bank 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, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) or any Issuing Bank or on the London interbank market any other condition affecting its Fixed Rate Loans or the Letters of Credit, its Note, its obligation to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, make Fixed Rate Loans or its deposits, reserves, other liabilities or capital attributable thereto, obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter Letters of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank or Issuing Bank to be material, then, within 15 days after demand by such Bank or Issuing Bank (with a copy to the LC IssuerAgent), the Guarantor Company shall pay to the LC Issuer such Bank or Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Bank or Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer 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 SystemBoard), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on other condition affecting its letters of creditSOFR Loans, commitments, or other obligationsits Notes evidencing SOFR Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Indemnified Taxes, (y) Taxes described in clauses (ii) through (iv) of the definition of “Excluded Taxes” and (z) Connection Income Taxes) by an amount deemed by such Lender (with a copy to the LC Issuer to be material, then, within 15 days after demand by the LC IssuerAdministrative Agent, the Guarantor shall pay to the LC Issuer Collateral Agent and DBRS), such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any the Letter of Credit or any obligation to issue, renew or extend any the Letter of Credit, 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 the LC Issuer (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), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters the Letter of Credit, any the outstanding Letters Letter of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, obligations and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any the Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer 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 agency: shall subject any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Libor Loans, its Note or its obligation to make Libor 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 Libor Loans or any other amounts due under this Agreement in respect of its Libor Loans or its obligation to make Libor 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 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 included in an applicable Libor Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditLibor Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Libor Loans; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLibor Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer 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-Currency Loan any such requirement reflected in an applicable Adjusted LIBO Rate), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 Table of Contents administration thereof by any governmental authority, central bank or comparable agency (including without limitation the NAIC) charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive made or issued after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency 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 2.15), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer any Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 on LC Issuing Bank or the London interbank market any other condition affecting its letters of creditEuro-Dollar Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Bank or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the such Bank or LC Issuer Issuing Bank such additional amount or amounts as will compensate the such Bank or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Swingline Loan or Letter of Credit or any obligation to issuemake Committed Loans or Swingline Loans or participate in Letters of Credit or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, 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 the LC Issuer any Bank (or its Applicable Lending Office) or the Swingline Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, the Swingline Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) or the Swingline Bank 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, its Swingline Loans, its Swingline Note, its obligation to any taxes not governed by Section 7.02 on its letters of credit, commitments, make Fixed Rate Loans or other obligations, Swingline Loans or its deposits, reserves, other liabilities or capital attributable thereto, obligation to participate in any Letter of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Fixed Rate Loan, or participating in any Letter of Credit, Credit or increase the cost to the Swingline Bank of making or maintaining any Swingline Loan or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or the Swingline Bank under this Agreement or under other Credit Document its Note or Swingline Note with respect thereto, by an amount deemed by such Bank or the LC Issuer Swingline Bank to be material, then, within 15 days after demand receiving a request by such Bank or the LC IssuerSwingline Bank for compensation under this subsection, accompanied by a certificate complying with subsection (e) of this Section (with a copy to the Administrative Agent), the Guarantor shall relevant Borrower shall, subject to subsection (f) of this Section, pay to such Bank or the LC Issuer Swingline Bank such additional amount or amounts as will compensate such Bank or the LC Issuer Swingline Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in any Purchaser or the case L/C Issuer shall be charged any fee, expense or increased cost on account of any Letter of Credit Change in Law or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationaccounting principle, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board, any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofGovernmental Authority, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority: (i) that subjects any Purchaser or the L/C Issuer to any charge or withholding on or with respect to this Agreement or a Purchaser’s or the L/C Issuer’s obligations hereunder, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem changes the basis of taxation of payments to any Purchaser or the L/C Issuer of any amounts payable hereunder (except for Excluded Taxes or taxes excluded by Section 8.1) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof a Purchaser or the L/C Issuer, or credit extended by, by a Purchaser or the LC L/C Issuer pursuant to this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Purchaser or expense the L/C Issuer of performing its obligations hereunder, or to reduce the LC Issuer (rate of return on a Purchaser’s or the L/C Issuer’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations hereunder, or to reduce the amount of any sum received or receivable by a Purchaser or the LC L/C Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by such Purchaser or the LC L/C Issuer, as applicable, the Guarantor Seller shall pay to such Purchaser or the LC L/C Issuer, as the case may be, such amounts charged to such Purchaser or the L/C Issuer or such additional amount amounts to otherwise compensate such Purchaser or amounts as will compensate the LC L/C Issuer for such increased cost or such reduction. Notwithstanding the foregoing, a Purchaser or L/C Issuer that is not organized under the laws of the United States of America, or a state thereof, shall not be entitled to reimbursement or compensation hereunder unless and until it has delivered to the Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Purchaser or L/C Issuer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. (b) Prior to a Purchaser’s or the L/C Issuer’s demanding any payment pursuant to this Section 8.3, such Person shall use commercially reasonable efforts to eliminate or reduce the amounts payable pursuant to this Section 8.3 at the time of the demand and in the future.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Loan or any obligation to make Loans or in the case of any Letter of Credit or any obligation to issue, participate in, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change 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 the LC Issuer 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), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Notes or its obligation to make Loans or its obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Disbursements (or its Applicable Lending Officeother than Excluded Taxes and Taxes indemnified under Section 8.05) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Loan or of issuing, participating in or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to If the taxes which are governed solely by Section 7.02, if adoption on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation, or any change on or after the date hereof in any applicable law, rule or regulation, or any change on or 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 LC Issuer any Lender (or its Applicable Lending Office) or any Issuer with any request or directive on or after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency 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 included in the applicable Euro-Currency Reserve Percentage), special deposit, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuer or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 Issuer or on the London interbank market any other condition affecting its letters of creditEuro-Currency Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Currency Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such Issuer of making or maintaining any Euro-Currency Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such Issuer under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC such Lender or Issuer to be material, then, within 15 30 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent) setting forth in reasonable detail the facts or circumstances giving rise to such demand, the Guarantor Borrower shall pay to the LC such Lender or Issuer such additional amount or amounts as will compensate the LC such Lender or Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, If the adoption of any applicable law, rule or regulation, Requirement of Law or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive applicable to such Lender (whether or not having the force of law) of any such authorityGovernmental Authority: shall subject any Lender (or its Lending Office) to any tax, central bank duty or comparable agency other charge with respect to its LIBOR Rate Advances, Notes, Commitments or its obligation to make LIBOR Rate Advances, or shall cause the withdrawal or termination of any previously granted exemption with respect to any taxes or shall change the basis of taxation of, or increase the taxes on, payments to any Lender (or its Lending Office) of the principal of or interest on its LIBOR Rate Advances or any other amounts due under this Agreement in respect of its LIBOR Rate Advances or its obligation to make LIBOR Rate Advances (except for any net income taxes imposed on the overall net income of any Lender or its Lending Office by a Governmental Authority in a jurisdiction with which such Lender has a present or former connection unrelated to the transactions contemplated by the Transaction Documents) or imposes taxes or reserves in respect of the unutilized portion of any Lender's Commitment, which in each case occurred as a result of the execution and delivery of this Agreement by such Lender; or shall impose, modify or deem applicable any reserve reserve, liquidity, cash margin, special deposit, deposit insurance or assessment or other regulatory or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Governors, but excluding, with respect to any LIBOR Rate Advance, any such requirement included in an applicable LIBOR Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement Percentage) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or shall impose on any Lender (or its Lending Office) or on the London interbank market any other condition affecting its LIBOR Rate Advances, Notes, Commitments or its obligation to issue Letters make LIBOR Rate Advances, which in each case would not have occurred but for execution and delivery of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed this Agreement by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, such Lender; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer any Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of Credit, LIBOR Rate Advance or to reduce the amount of any sum received or receivable by the LC Issuer any Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes, with respect theretothereto or to cause that Lender to make any payment or forego any interest, fees or other return on, or calculated by reference to any sum received or receivable by that Lender under this Agreement or Note, as the case may be, by an amount deemed by the LC Issuer any Lender, acting reasonably, to be material, thensuch Lender shall promptly notify the Borrower and the Administrative Agent of such event and promptly deliver to the Borrower and the Administrative Agent a certificate setting forth in reasonable detail the amount of that increased cost actually imposed or assessed or that reduction, within 15 payment or foregone interest, fees or other return and the basis for the determination of that amount. The determinations of that Lender in such certificate shall be conclusive and binding for all purposes, absent manifest error. Within ten (10) days after demand by that Lender (with a copy to the LC IssuerBorrower and the Administrative Agent), the Guarantor Borrower shall pay to that Lender the LC Issuer amount shown as due on any such additional amount or amounts as will compensate the LC Issuer for such increased cost or reductioncertificate.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Letter Committed Loan or Letters of Credit or any obligation to issuemake Committed Loans or issue or participate in any Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, 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 the LC Issuer any Bank (or its Applicable Lending Office) or any Issuing Bank 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, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) or any Issuing Bank or on the London interbank market any other condition affecting its Fixed Rate Loans or the Letters of Credit, its Note, its obligation to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, make Fixed Rate Loans or its deposits, reserves, other liabilities or capital attributable thereto, obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter Letters of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank or Issuing Bank to be material, then, within 15 days after demand by such Bank or Issuing Bank (with a copy to the LC IssuerAgent), the Guarantor Company shall pay to the LC Issuer such Bank or Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Bank or Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofof this Agreement, in the case of any Letter of Credit Fixed Rate Loan which is a Syndicated Loan or a Committed Swingline Loan or any obligation to issuemake such Loans or (y) the date of the related Competitive Bid Quote or offer, renew in the case of any Competitive Bid Loan or extend any Letter of CreditUncommitted Swingline Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer 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 imposed after such date 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 4.16), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including bankers’ acceptances) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) or on the London interbank market or the Canadian Bankers’ Acceptance market any other condition affecting its Fixed Rate Loans, any Notes, its obligation to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, make Fixed Rate Loans or its deposits, reserves, other liabilities obligations hereunder in respect of Bankers’ Acceptances or capital attributable theretoLetters of Credit, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or of accepting any Bankers’ Acceptance or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document any Notes with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor each Borrower shall pay to the LC Issuer such Lender its Article 10 Share of such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, 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 the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having 55 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 SystemSystem (but excluding with respect to any LIBOR Loan any such requirement reflected in an applicable LIBOR Reserve Percentage)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting such Bank's LIBOR Loan, its letters of credit, commitments, or other obligationsNote, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make LIBOR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLIBOR Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect theretoto such LIBOR Loan, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the LIBOR Loan made by such Bank hereunder) as will compensate the LC Issuer such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) Except If any Regulatory Requirement (i) subjects any Lender to any charge or withholding on or with respect to this Agreement or a Lender's obligations under this Agreement or on or with respect to the taxes Receivables, or changes the basis of taxation of payments to any Lender of any amounts payable under this Agreement (except for changes in the rate of Tax on the overall net income of a Lender, Indemnified Taxes, or Excluded Taxes), (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Lender, or credit extended by a Lender pursuant to this Agreement or, (iii) imposes any other condition the result of which are governed solely is to increase the cost to a Lender of performing its obligations or this Agreement, or to reduce the rate of return on a Lender's capital or assets as a consequence of its obligations under this Agreement, or to reduce the amount of any sum received or receivable by Section 7.02a Lender under a this Agreement, if on 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, the Borrower shall pay to the Administrative Agent, for the benefit of the relevant Lender, such amounts DB1/ 139452285.4144571789.3 57 charged to such Lender or such amounts to otherwise compensate such Lender for such increased cost or such reduction. The term "Regulatory Requirement" shall mean (i) the adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulation, regulation regarding capital adequacy or liquidity coverage) or any change therein after the date hereof, or (ii) 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 LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency; provided, that for purposes of this definition, (A) the Xxxx-Xxxxx Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III, shall imposein each case be deemed to be a "Regulatory Requirement", modify regardless of the date enacted, adopted, issued or deem applicable implemented. The Borrower acknowledges that any reserve Lender may institute measures in anticipation of a Regulatory Requirement (including, without limitation, any the imposition of internal charges on such requirement imposed by Person's interests or obligations under this), and may commence allocating charges to or seeking compensation from the Board of Governors Borrower under this Section in connection with such measures, in advance of the Federal Reserve Systemeffective date of such Regulatory Requirement (such charges or compensation, "Early Adoption Increased Costs"). The Borrower agrees to pay Early Adoption Increased Costs to the Administrative Agent, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account ofbenefit of such Lender, or credit extended bywhich are incurred by such Lender, the LC Issuer beginning sixty (60) days after delivery by such Xxxxxx (or the Agent on its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Officebehalf) to any taxes not governed by Section 7.02 on its letters the Borrower of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, a written representation and the result of any of the foregoing is to increase the cost or expense warranty (an "Early Adoption Increased Costs Representation") to the LC Issuer effect that such Lender is (or its Applicable Lending Officex) of issuing or maintaining any Letter of Creditrecognizing Early Adoption Increased Costs, or to reduce (y) setting forth the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will necessary to compensate such Lender, and (z) that such Lender actually incurred such costs. The Borrower further acknowledges that any charge or compensation demanded hereunder may take the LC Issuer form of a monthly charge to be assessed by such Xxxxxx. For the avoidance of doubt, the Borrower shall not be required to pay any Early Adoption Increased Costs incurred by any Lender prior to the expiration of sixty (60) days after receipt by the Borrower of the Early Adoption Increased Costs Representation from or on behalf of such Lender. The Early Adoption Increased Costs Representation shall be conclusive absent manifest error. (b) 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 such compensation; provided, that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the Regulatory Requirement giving rise to such increased cost costs or reductionreductions, and of such Xxxxxx's intention to claim compensation therefor (except that, if the Regulatory Requirement giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofof this Agreement, in the case of any Letter of Credit Committed Loan or any obligation to issuemake Committed Loans or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, any Bank has determined in its reasonable judgment that 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 the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, 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 55 61 entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, 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, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer such Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Promissory Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Promissory Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.