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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 generally Applicable Law enacted or in effect after the date of this Agreement, or any change with respect to this Agreement or any Promissory 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 Authority, charged with the interpretation or administration thereof, or compliance by the Lender (or its affiliates) with any generally applicable request or directive (whether or not having the force of law) of any such authority, central bank or comparable 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 tax, charge, or contribution, with respect to any Loan or its obligation to make a Loan hereunder (except for the introduction of, or changes in the rate of, tax on the overall net income of the Lender or its lending office, as the case may be, or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which the Lender is organized or in which its principal executive office or lending office is located), or (ii) impose any, reserve, special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender (or its lending office) or shall impose on the Lender (or its lending office) any other condition affecting a Loan or its obligation to make a Loan and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining a Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement, by an amount deemed by the Lender to be material, then, within fifteen (15) Business Days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. (b) If the Lender shall have determined that, after the date of the making of a Loan, the adoption of any generally applicable law, rule or regulationregulation regarding capital adequacy, or any change in any applicable such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or 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 generally 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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) Lender as a consequence of the LC IssuerLender’s obligations hereunder to a level below that which the LC Issuer (or its Parent) Lender could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer Lender to be material, then from time to time, 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 (or its Parent) Lender for such reduction. Notwithstanding anything , which is reasonably allocable to the contrary in this Section 7.01, the Guarantor Agreement The Borrower shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any pay additional amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation Lender pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (6.7 to the extent thatsuch additional amounts have been exclusively imposed by reason of: (i) a change in the lending office (other than pursuant to a request of the Borrower); or (ii) an assignment or transfer of a Loan, with respect in whole or in part, by the Lender to such increased cost a financial institution which is not (and the lending office of which is not) an Affiliate of the Lender Without prejudice to the foregoing, in all cases the Lender shall make its best efforts to mitigate the effects of the circumstances described in this Section 6.7, including without limitation the transfer of its rights and obligations hereunder to another affiliate of the Lender or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)other lending office.

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 (or its Applicable Lending Office) Lender with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, or any such Governmental 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 (Lender or its Applicable Lending Office), shall impose on Lender or on the LC Issuer London interbank market any other condition affecting the Loan (or its Applicable Lending Office) or its obligation to issue Letters of Creditexcluding, any outstanding Letters of Credit or reimbursement claims in each case, with 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 theretosuch requirement reflected in the then effective LIBOR Rate), and the result of any of the foregoing is to increase the cost or expense to Lender of maintaining the LC Issuer Loan at the Interest Rate (or its Applicable Lending Office) of issuing or maintaining any Letter of Creditbased upon the LIBOR Rate), 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 Note with respect thereto, by an amount deemed by the LC Issuer Lender (acting reasonably) to be material, then, within 15 ten (10) days after written 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 reductionreduction suffered with respect to the Loan. (b) If the LC Issuer Lender shall have reasonably determined in good faith that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, Capital Adequacy Rule has or would have the effect of reducing the rate of return on capital of the LC Issuer Lender (or its Parent) as a consequence of the LC IssuerLender’s obligations hereunder to a level below that which the LC Issuer Lender (or its Parent) could have achieved but for such adoption, change, request or directive adoption of such Capital Adequacy Rule (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer Lender (acting reasonably) to be material, then from time to time, within 15 fifteen (15) days after written 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 (or its Parent) for such reduction. Notwithstanding anything reduction suffered with respect to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofLoan. (c) The LC Issuer By its acceptance of this Note, Lender agrees, for itself and its successors and assigns, that it will promptly notify the Guarantor Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer Lender to compensation pursuant to this Section 7.012.5. A certificate By acceptance of the LC Issuer this Note, Lender agrees, for itself and its successors and assigns, that in connection with claiming compensation under this either Section 7.01 and setting 2.5(a) or 2.5(b), Lender shall deliver to Borrower a certificate which shall set forth the additional amount or amounts to be paid to it hereunder and, in reasonable detaildetail the basis for and the calculation of such amounts, (which at a minimum shall set forth at least the LC Issuer’s computation same amount of detail in respect of the calculation of such amount or amountsas Lender provides in similar circumstances to other similarly situated borrowers from Lender), and (ii) in the case of a certificate delivered in respect of amounts payable pursuant to Section 2.5(b) include a statement by Lender that it has allocated to the Loan a proportionately equal amount of any reduction of the rate of return on Lender’s capital due to a Capital Adequacy Rule as it has allocated to each of its other outstanding loans that are affected similarly by such Capital Adequacy Rule. Any certificate delivered pursuant to the immediately preceding sentence shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contraryBy acceptance of this Note, Lender agrees, for purposes of this Section 7.01itself and its successors and assigns, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer Borrower shall not demand compensation be required to compensate any Lender pursuant to this Section 7.01 as a result of 2.5 for any increased cost costs or reduced return resulting from Basel III or reductions (i) incurred more than sixty (60) days prior to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice date such Lender notifies Borrower of the LC Issuer event which entitles Lender to demand compensation pursuant to Section 2.5 and/or (ii) unless such Lender is also seeking compensation from other similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)as well.

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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and or liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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. (b) If the LC Issuer any Lender shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (including without limitation the NAIC), which adoption, change, request or directive was effected after the date hereof, has or would have the effect of reducing the rate of return on capital of the LC Issuer such Lender (or its Parent) as a consequence of the LC Issuer’s such Lender's obligations hereunder to a level below that which the LC Issuer such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Each Lender will promptly notify the Guarantor Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Lender to compensation pursuant to this Section 7.01and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. A certificate of the LC Issuer any Lender claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01; provided, however, subject to the final sentence of Section 7.01(b), the failure to provide such notice shall not create any liability for the LC Issuer hereunder nor shall it in any way limit the obligations of the Obligors hereunder. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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. (b) If the LC Issuer any Lender shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding liquidity or capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) such Lender as a consequence of the LC Issuersuch Xxxxxx’s obligations hereunder to a level below that which the LC Issuer (or its Parent) such Lender could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to time, 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 (or its Parent) such Lender for such reduction. Notwithstanding anything reduction (to the contrary extent funds are available therefor in accordance with the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4. (c) Each Lender will promptly notify the Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 7.0111.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the Guarantor amount of, such compensation and will not be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be delivered in connection with any request for compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the LC Issuer a Lender pursuant to this Section 7.01(a) or (b) 11.3 for any amounts increased costs or reductions incurred more than 270 days six months prior to the date that on which the LC Issuer applicable Lender notifies the Guarantor of Borrower; provided that if the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances event giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost costs or reductions is retroactive, then the 270 day six-month period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrarycontrary contained herein, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith guidelines, requirements and (y) all requests, rules, guidelines or directives promulgated (i) by the LC Issuer Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) ), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case case, pursuant to Basel IIIIII or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation (ii) pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it and (iii) in connection with the EU Risk Retention Requirements shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 11.3, regardless of the date enacted, adopted, issued or implemented; provided, however, that the Borrower shall not at be responsible for any increased costs relating to the time EU Risk Retention Requirements so long as the Retention Provider is in compliance with the requirements set forth in the Retention Letter. (e) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not be the general policy or practice of the LC Issuer required to demand such compensation from similarly situated borrowers (pay amounts to any Lender under this Section 11.3 to the extent that, with respect to such increased cost or reduced return, amounts would be duplicative of amounts payable by the LC Issuer has the right to do so Borrower under its credit facilities with similarly situated borrowers)Section 11.

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 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 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. (b) If the LC Issuer any Lender shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer such Lender (or its Parent) as a consequence of the LC Issuer’s such Lender's obligations hereunder to a level below that which the LC Issuer such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) on an after-tax basis for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Each Lender will promptly notify the Guarantor Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Lender to compensation pursuant to this Section 7.01and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of the LC Issuer any Lender claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 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: (i) shall subject any Lender (or its Lending Office) to any tax, duty or other charge with respect to its Eurodollar 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 Lender (or its Lending Office) of the principal of or interest 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 Lender or its Lending Office imposed by the jurisdiction in which such Lender'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 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 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) 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) under this Agreement or under any other Credit Loan 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 be obligated 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 reduction. (b) If If, after the LC Issuer date hereof, any Lender or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender's or such corporation's capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender's or such corporation's policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) such Lender for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer a Lender claiming compensation under this Section 7.01 10.3 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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. (b) If the LC Issuer any Bank shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer such Bank (or its Parent) as a consequence of the LC Issuersuch Bank’s obligations hereunder to a level below that which the LC Issuer such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor each Borrower shall pay to the LC Issuer such Bank its Appropriate Share of such additional amount or amounts as will compensate the LC Issuer such Bank (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Each Bank will promptly notify the Guarantor Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Bank to compensation pursuant to this Section 7.01and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to it. A certificate of the LC Issuer any Bank claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein The “Appropriate Share” of a Borrower with respect to any amount payable hereunder is the contrary, for purposes sum of this Section 7.01, (xi) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent thatsuch amount is properly allocable to Loans and Letter of Credit outstanding hereunder, with respect the portion of such amount properly allocable to the Loans and Letter of Credit outstanding to such increased cost or reduced returnBorrower, and (ii) to the extent such amount is not properly allocable to Loans and Letters of Credit outstanding hereunder, the LC Issuer has Appropriate Share shall be the right to do so under its credit facilities with similarly situated borrowers)Availability Share of such 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 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 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 agency: (A) shall subject any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans or the Letters of Credit, its Note or its obligation to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit, or shall change the basis of taxation of payments to any Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or the Letters of Credit or any other amounts due under this Agreement in respect of its Fixed Rate Loans or the Letters of Credit or its obligation to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit (except for taxes based on or measured in whole or in part by the gross income, net income, gross revenue or gross receipts 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 (B) 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 (y) with respect to any Euro-Dollar Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 8.03(d) and (z) any such requirement with respect to which such Lender is entitled to compensation pursuant to Section 8.03(b)), 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, 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 or the Letters of creditCredit, 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 issuing making or maintaining any Letter Fixed Rate Loan or of issuing or participating in any 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 Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount 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 IssuerAdministrative Agent), 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. (b) If the LC Issuer any Lender shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer such Lender (or its Parent) as a consequence of the LC Issuersuch Lender’s obligations hereunder to a level below that which the LC Issuer such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to , provided that the contrary in this Section 7.01, the Guarantor Borrower shall not be required obligated to compensate the LC Issuer pursuant to Section 7.01(aany Lender (or its Parent) or (b) for in respect of any amounts incurred such reduction in respect of periods more than 270 days six months prior to the date that on which such Lender shall have notified the LC Issuer notifies the Guarantor Borrower of the LC Issuer’s its intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to demand such claim for compensation and its effects on setting forth the rate amount or the specific basis of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect computation thereof. (c) The LC Issuer Each Lender will promptly notify the Guarantor Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Lender to compensation pursuant to this Section 7.018.03(a) or (b) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. A certificate of the LC Issuer any Lender claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein The Borrower shall pay for the account of each Lender on the last day of each Interest Period with respect to any Euro-Dollar Loan (and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof), if at any time during such Interest Period such Lender shall be required to maintain (and shall maintain in amounts deemed by such Lender to be material) reserves against any category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes loans by a non-United States office of such Lender to United States residents (including without limitation reserves against “Eurocurrency liabilities” under Regulation D), an additional amount (determined by such Lender and notified to the contrary, Borrower and the Administrative Agent) equal to the product of the following for purposes each day during such Interest Period: (i) the principal amount of this Section 7.01, the Euro-Dollar Loan of such Lender to which such Interest Period relates outstanding on such day; and (ii) the remainder of (x) a fraction the Xxxx-Xxxxx Xxxx Street Reform numerator of which is the applicable London Interbank Offered Rate (expressed as a decimal) and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and the denominator of which is one minus the stated rate (expressed as a decimal) at which such reserve requirements are imposed on such Lender on such day minus (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issuedsuch numerator; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).and

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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 any 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 including pursuant to 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 (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 affecting its letters of creditLoans, commitments, or other obligations, its Note(s) or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make 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, converting, continuing or maintaining any Letter Loan or of Creditmaintaining its obligation to issue any such 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(s) 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 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. (b) If the LC Issuer any Bank shall have reasonably determined that, after the Effective Date (subject to clause (d) below), the adoption of that any applicable law, rule or regulation regarding capital adequacy, or any change Change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, Law has or would have the effect of reducing the rate of return on capital of the LC Issuer such Bank (or its Parent) as a consequence of the LC Issuersuch Bank’s obligations hereunder or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Bank or the Letters of Credit issued by any Letter of Credit Issuer, to a level below that which the LC Issuer such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityor liquidity requirements) by an amount deemed by the LC Issuer such Bank to be material, then from time to time, 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 as will compensate the LC Issuer such Bank (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Each Bank will promptly (and in any event within the period specified in Section 8.6(a)) notify the Guarantor Borrower and the Administrative Agent of any event Change in Law of which it has knowledge, occurring after the date hereof, knowledge which will entitle the LC Issuer such Bank to compensation pursuant to this Section 7.01and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of the LC Issuer any Bank claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 Issuing 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 exercising control over banks or financial institutions generally issued after the date hereof (or, if later, after the date the Administrative Agent, Issuing Bank, or Lender becomes the Administrative Agent, Issuing Bank, or Lender): (i) subjects any Lender or Issuing Bank (or its Lending Office) to any tax, duty or other charge related to any Eurocurrency Loan, Competitive Fixed Rate Loan, Reimbursement Obligation, or its obligation to advance or maintain Eurocurrency Loans, Competitive Fixed Rate Loans, or issue any Letter of Credit, or shall imposechange the basis of taxation of payments to any Lender or Issuing Bank (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, modify Competitive Fixed Rate Loans, Letters of Credit or deem Reimbursement Obligation or any participations in any thereof, or any other amounts due under this Agreement related to its Eurocurrency Loans, Competitive Fixed Rate Loans, Letters of Credit, Reimbursement Obligations or participations therein, or its obligation to make Eurocurrency Loans and Competitive Fixed Rate Loans, issue Letters of Credit, or acquire participations therein (except for changes with respect to taxes that are not Indemnified Taxes pursuant to Section 3.3); or (ii) imposes, modifies or deems applicable any reserve 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 for any Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender or Issuing Bank (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or imposes on any Lender or Issuing Bank (or its obligation to issue Lending Office) or on the interbank market any other condition affecting its Eurocurrency Loans, Letters of Credit, any outstanding Reimbursement Obligations owed to it, or its participation in any thereof, or its obligation to advance or maintain Eurocurrency Loans, issue Letters of Credit or reimbursement claims participate 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, thereof; and the result of any of the foregoing is to increase the cost to such Lender or expense to the LC Issuer Issuing Bank (or its Applicable Lending Office) of advancing or maintaining any Eurocurrency Loan or Competitive Fixed Rate Loan, issuing or maintaining any a Letter of CreditCredit or participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender or Issuing Bank (or its Applicable Lending Office) in connection therewith under this Agreement or under other Credit Document with respect theretoits Note, by an amount deemed by the LC Issuer such Lender or Issuing Bank to be material, then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by receipt of a certificate from such Lender or Issuing Bank (with a copy to the LC IssuerAdministrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Guarantor Borrower shall be obligated to pay to the LC Issuer such Lender or Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Lender or Issuing Bank for such increased cost or reduction. (b) If the LC Issuer shall have determined thatIf, after the Effective Date (subject to clause (d) below)date hereof, the Administrative Agent or any Lender or Issuing Bank shall have reasonably determined that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable law, rule or regulation regarding capital adequacy or liquidity requirementsrules heretofore adopted and issued by any governmental authority), or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Administrative Agent or any Lender or Issuing Bank (or its Lending Office) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's capital, or on the capital of the LC Issuer (any corporation controlling such Lender or its Parent) Issuing Bank, as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) Issuing Bank could have achieved but for such adoption, change, request change or directive compliance (taking into consideration such Lender's or Issuing Bank's or its controlling corporation's policies with respect to capital adequacy and liquidityin effect immediately before such adoption, change or compliance) by an amount reasonably deemed by the LC Issuer such Lender or Issuing Bank to be material, then then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by its receipt of a certificate from such Lender or Issuing Bank (with a copy to the LC IssuerAdministrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Guarantor Borrower shall pay to the LC Issuer such Lender or Issuing Bank such additional amount or amounts as will compensate the LC Issuer (such Lender or its Parent) Issuing Bank for such reduction. Notwithstanding anything to reduction or the contrary in this Section 7.01, Borrower may prepay all Eurocurrency Loans of such Lender or obtain the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor cancellation of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge all such Letters of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofCredit. (c) The LC Issuer Administrative Agent and each Lender and Issuing Bank that determines to seek compensation or additional interest under this Section 8.3 shall give written notice to the Borrower and, in the case of a Lender or Issuing Bank other than the Administrative Agent, the Administrative Agent of the circumstances that entitle the Administrative Agent or such Lender or Issuing Bank to such compensation no later than ninety (90) days after the Administrative Agent or such Lender or Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the ninetieth day preceding such written demand. The Administrative Agent and each Lender and Issuing Bank shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of a different Lending Office, if such action or designation will promptly notify not, in the Guarantor sole judgment of the Administrative Agent or such Lender or Issuing Bank made in good faith, be otherwise disadvantageous to it; provided that the foregoing shall not in any way affect the rights of any event Lender or Issuing Bank or the obligations of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to Borrower under this Section 7.018.3, and provided further that no Lender or Issuing Bank shall be obligated to make its Eurocurrency Loans or Competitive Fixed Rate Loans hereunder or fund any amount due in respect of a Letter of Credit at any office located in the United States of America. A certificate of the LC Issuer Administrative Agent or any Lender or Issuing Bank, as applicable, claiming compensation or additional interest under this Section 7.01 8.3, and setting forth the additional amount or amounts to be paid to it hereunder andand accompanied by a statement prepared by the Administrative Agent or such Lender or Issuing Bank, as applicable, describing in reasonable detail, detail the LC Issuer’s computation of such amount or amounts, calculations thereof shall be conclusive in prima facie evidence of the absence of manifest errorcorrectness thereof. In determining such amount, the LC Issuer such Lender or Issuing Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by 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 bank, or comparable agency agency: (i) shall subject any Lender (or its Lending Office) to any tax, duty, or other charge with respect to its Eurodollar 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 Lender (or its Lending Office) of the principal of or interest 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 Lender or its Lending Office imposed by the jurisdiction in which such Lender's principal executive office or Lending Office is located); or (ii) shall impose, modify 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 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 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) 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) under this Agreement or under any other Credit Loan Document with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 20 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall be obligated 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 reduction, provided that the Borrower shall not be required to indemnify such Lender for any such costs incurred more than 90 days before such notice is given. (b) If If, after the LC Issuer date hereof, any Lender or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank bank, or comparable agency, has or would have had the effect of reducing the rate of return on capital of such Lender's or such corporation's capital, as the LC Issuer (or its Parent) case may be, as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request or directive compliance (taking into consideration its such Lender's or such corporation's policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, within 15 20 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 (or its Parent) such Lender for such reduction. Notwithstanding anything to , provided that the contrary in this Section 7.01, the Guarantor Borrower shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) indemnify such Lender for any amounts such costs incurred more than 270 90 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to before such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions notice is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofgiven. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer a Lender claiming compensation under this Section 7.01 10.3 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

Increased Cost and Reduced Return. (a) Except If, a Change in Law, or compliance by any Lender or Issuing Bank (or its applicable Lending Office), with any request or directive (whether or not having the force of law) of any Governmental Authority issued after the date hereof (or, if later, after the date the Administrative Agent, such Issuing Bank, or such Lender becomes the Administrative Agent, an Issuing Bank, or a Lender): (i) subjects any Lender or Issuing Bank (or its applicable Lending Office) to any tax, duty or other charge related to any Revolving Loan, Reimbursement Obligation, or its obligation to advance or maintain Loans or issue any Letter of Credit, or shall change the basis of taxation of payments to any Lender or Issuing Bank (or its applicable Lending Office) of the principal of or interest on its Revolving Loans, Letters of Credit or Reimbursement Obligation or any participations in any thereof, or any other amounts due under this Agreement related to its Revolving Loans, Letters of Credit, Reimbursement Obligations or participations therein, or its obligation to make Revolving Loans, issue Letters of Credit, or acquire participations therein (except for changes with respect to Taxes that are Indemnified Taxes); or (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the taxes which are governed solely Board of Governors of the Federal Reserve System, but excluding for any Revolving Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank (or its applicable Lending Office) or imposes on any Lender or Issuing Bank (or its Lending Office) or on the interbank market any other condition affecting its Loans, Letters of Credit, any Reimbursement Obligations owed to it, or its participation in any thereof, or its obligation to advance or maintain Revolving Loans, issue Letters of Credit or participate in any thereof; and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank (or its applicable Lending Office) of advancing or maintaining any Loan, issuing or maintaining a Letter of Credit or participating therein, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank (or its applicable Lending Office) in connection therewith under this Agreement, by an amount deemed by such Lender or Issuing Bank to be material, then, subject to Section 7.029.3(c), if on from time to time, within thirty (30) days after receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 9.3(c) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall, without duplication under this Agreement, be obligated to pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such increased cost or reduction. (b) If, after the date hereof, the Administrative Agent, any Lender, the Swingline Lender or Issuing Bank shall have reasonably determined that a Change in Law regarding capital adequacy or liquidity (including any revision in the case Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any Letter of Credit other applicable capital adequacy or liquidity rules heretofore adopted and issued by any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulationgovernmental authority), or any change in any applicable law, rule or regulation, 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 Administrative Agent, any Lender, the Swingline Lender or Issuing Bank (or its Applicable applicable Lending Office) with any request or directive (whether or not having the force of law) of any 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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or Swingline Lender’s capital, or on the capital of the LC Issuer (any corporation controlling such Lender, Issuing Bank or its Parent) Swingline Lender, as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender, Issuing Bank or its Parent) Swingline Lender could have achieved but for such adoption, change, request change or directive compliance (taking into consideration such Lender’s, Issuing Bank’s, Swingline Lender’s or its controlling corporation’s policies with respect to capital adequacy and liquidityor liquidity in effect immediately before such adoption, change or compliance) by an amount reasonably deemed by the LC Issuer such Lender, Issuing Bank or Swingline Lender to be material, then then, subject to Section 9.3(c), from time to time, within 15 thirty (30) days after demand by its receipt of a certificate from such Lender, Issuing Bank or Swingline Lender (with a copy to the LC IssuerAdministrative Agent) pursuant to Section 9.3(c) setting forth in reasonable detail such determination and the basis thereof, the Guarantor Borrower shall pay to the LC Issuer such Lender, Issuing Bank or Swingline Lender such additional amount or amounts as will compensate the LC Issuer (such Lender, Issuing Bank or its Parent) Swingline Lender for such reduction. Notwithstanding anything . (c) Each of the Administrative Agent, the Lenders, the Swingline Lender and the Issuing Banks that determines to seek compensation under this Section 9.3 shall give written notice to the contrary Borrower and, in this Section 7.01the case of a Lender, the Guarantor Swingline Lender or an Issuing Bank other than the Administrative Agent, the Administrative Agent of the circumstances that entitle the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank to such compensation within one calendar year after the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event the Borrower shall not be required have any obligation to compensate the LC Issuer pursuant pay any amount with respect to Section 7.01(a) or (b) for any amounts incurred more than 270 days claims accruing prior to the date 365th day preceding such written demand; provided that if the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the basis or circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day such one calendar year period referred to above in this sentence shall be extended to include the period of with retroactive effect thereof. (c) The LC Issuer . Each of the Administrative Agent, the Lenders, the Swingline Lender and the Issuing Banks shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation and any payment under Section 3.3, including the designation of a different Lending Office, if such action or designation will promptly notify not, in the Guarantor sole judgment of the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank made in good faith, be otherwise disadvantageous to it; provided that the foregoing shall not in any way affect the rights of any event Lender, the Swingline Lender or any Issuing Bank or the obligations of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to Borrower under this Section 7.019.3. A certificate of the LC Issuer Administrative Agent, any Lender, the Swingline Lender or any Issuing Bank, as applicable, claiming compensation under this Section 7.01 9.3, and setting forth the additional amount or amounts to be paid to it hereunder andand accompanied by a statement prepared by the Administrative Agent, such Lender, Swingline Lender or such Issuing Bank, as applicable, describing in reasonable detail, detail the LC Issuer’s computation of such amount or amounts, calculations thereof shall be conclusive in absent manifest error of the absence of manifest errorcorrectness thereof. In determining such amount, such Lender, the LC Issuer Swingline Lender or such Issuing Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 increased cost increase costs or reduction. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01; provided, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date however, that the LC Issuer notifies and the Guarantor of Lender shall not be entitled to any compensation for any increased costs under this Section 10.2 unless the LC Issuer’s intention to claim compensation therefor, to the extent Agent or the LC Issuer had knowledge of or the circumstances giving rise Lender delivers a reasonably detailed certificate to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and Borrower setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, and the LC Issuer’s computation of basis for such amount or amounts, shall be conclusive in the absence of manifest errorincreased costs. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Datebe a “Regulatory Change”, regardless of the date enacted, adopted or issued; provided . 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 shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer Issuer’s or the Lender’s intention to demand such claim compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)therefor.

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 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: (i) shall subject any Lender (or its Lending Office) to any tax, duty or other charge with respect to its Eurodollar 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 Lender (or its Lending Office) of the principal of or interest 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 or equivalent of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’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 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 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) 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) under this Agreement or under any other Credit Loan 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 be obligated 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 reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 60 days prior to the date such Lender notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefore. (b) If If, after the LC Issuer date hereof, any Lender or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s or such corporation’s capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or such corporation’s policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) such Lender for such reduction. Notwithstanding anything to ; provided that the contrary in this Section 7.01, the Guarantor Borrower shall not be required to compensate the LC Issuer a Lender pursuant to this Section 7.01(a) or (b) for any amounts incurred reduced returns more than 270 60 days prior to the date that the LC Issuer such Lender notifies the Guarantor Borrower of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to such reduced returns and of such Lender’s intention to claim compensation therefore. (c) A certificate of a Lender claiming compensation under this Section 10.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 60 days prior to the date that such Lender, as the case may be, notifies the Borrower of the relevant change giving rise to such increased cost cots or reductions and of such Lender’s intention to claim compensation therefore; provided further that, if the change giving rise to such increased costs or reductions is retroactive, then the 270 60-day period referred to above shall be extended to include the period of retroactive effect thereof. (ce) The LC Issuer will promptly notify the Guarantor of If any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to Lender requests compensation or gives a notice pursuant to this Section 7.01. A certificate 10.3, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount its offices, branches or amounts to be paid to it hereunder andaffiliates, if, in reasonable detail, the LC Issuer’s computation judgment of such amount Lender, such designation or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. assignment (di) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines would eliminate or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation reduce amounts payable pursuant to this Section 7.01 10.3 in the future or eliminate the need for the notice pursuant to this Section 10.3, as a result of increased applicable, and (ii) would not subject such Lender to any unreimbursed cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform expense and Consumer Protection Act if it shall would not at the time otherwise be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect disadvantageous to such increased cost Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)assignment.

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 regulationregulation (and for purposes of this Agreement, the Xxxx-Xxxxx Act and the Basel III Rules are deemed to have been adopted and gone into effect after the date hereof), or any change 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 agency: (i) shall subject any Lender (or its Lending Office) to any duty or other charge with respect to its LIBOR Loans, its Notes, or its obligation to make LIBOR Loans; (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 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 shall impose on any Lender (or its Lending Office) or on the interbank market any other condition affecting its LIBOR 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 make LIBOR Loans; or (iii) shall subject the LC Issuer any Lender (or its Applicable Lending Office) to any taxes not governed by Section 7.02 Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its letters of creditLoans, commitmentsits Notes, or other obligationsits obligation to make any Loans, or its deposits, reserves, other liabilities or capital attributable thereto, ; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter LIBOR Loan, or, in the case of CreditTaxes, any Loan, 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) under this Agreement or under any other Credit Loan 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; provided that such amounts shall be no greater than amounts that such Lender is generally charging other borrowers or account parties similarly situated to and of similar creditworthiness to the Borrower. (b) If If, after the LC Issuer date hereof, any Lender or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacyadequacy or liquidity (and for purposes of this Agreement, the Xxxx-Xxxxx Act and the Basel III Rules are deemed to have been adopted and gone into effect after the date hereof), or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s or such corporation’s capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or such corporation’s policies with respect to capital adequacy and or liquidity) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) such Lender for such reduction. Notwithstanding anything ; provided that such amounts shall be no greater than amounts that such Lender is generally charging other borrowers or account parties similarly situated to and of similar creditworthiness to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofBorrower. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer a Lender claiming compensation under this Section 7.01 10.4 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, subject to the LC Issuer provisos at the end of clauses (a) and (b) above, such Lender may use any reasonable averaging and attribution methods. . Notwithstanding the foregoing, (da) Notwithstanding anything herein the Borrower shall not be obligated to compensate any Lender for any increased costs or reductions incurred more than 90 days prior to the contrarydate the Lender, for purposes as the case may be, notifies the Borrower of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith its intention to claim compensation therefor and (yb) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or no Lender shall be entitled to claim any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation amounts pursuant to this Section 7.01 as a result of increased cost 10.4, unless such Lender is then generally claiming or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand generally will claim such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so amounts in similar circumstances under its comparable credit facilities with similar provisions to this Section 10.4 to which it is a party with borrowers that are similarly situated borrowers)to and of similar creditworthiness to the 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 (or its Applicable Lending Office) any LENDER 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)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 (any LENDER or its Applicable Lending Office), shall impose on any LENDER or on the LC Issuer (or London interbank market any other condition affecting funding of 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, Exposure and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) such LENDER of issuing funding or maintaining any Letter the funding of Creditits Credit Exposure, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) such LENDER 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 shall pay Borrower shall, at its option, (i) pay, upon delivery of documentary evidence of such increase, 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; or (ii) repay such LENDER’s ratable share of the Loan or the affected portion thereof (including all interest accrued thereon and fees and expenses payable in connection therewith). (b) If the LC Issuer any LENDER shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer such LENDER (or its Parentparent) as a consequence of the LC Issuersuch LENDER’s obligations hereunder to a level below that which the LC Issuer such LENDER (or its Parentparent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such LENDER to be material, then from time to time, within 15 days after demand by such LENDER (with a copy to the LC IssuerAgent), the Guarantor shall pay to the LC Issuer Borrower shall, at its option, (i) pay, upon delivery of documentary evidence of such increase, such LENDER such additional amount or amounts as will compensate the LC Issuer such LENDER (or its Parentparent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) ; or (bii) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor repay such LENDER’s ratable share of the LC Issuer’s intention to claim compensation therefor, to Loan or the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation affected portion thereof (including all interest accrued thereon and its effects on the rate of return on capital fees and expenses payable in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofconnection therewith). (c) The LC Issuer Each LENDER will promptly notify the Guarantor Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such LENDER to compensation pursuant to this Section 7.01(3). A certificate of the LC Issuer any LENDER claiming compensation under this Section 7.01 (3) and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such LENDER may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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. (b) If the LC Issuer any Lender shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (including without limitation the NAIC), which adoption, change, request or directive was effected after the date hereof, has or would have the effect of reducing the rate of return on capital of the LC Issuer such Lender (or its Parent) as a consequence of the LC Issuersuch Lender’s obligations hereunder to a level below that which the LC Issuer such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Each Lender will promptly notify the Guarantor Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Lender to compensation pursuant to this Section 7.01and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. A certificate of the LC Issuer any Lender claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 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: (i) shall subject any Lender (or its Lending Office) to any tax, duty or other charge with respect to its Eurodollar 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 Lender (or its Lending Office) of the principal of or interest 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 Lender or its Lending Office imposed by the jurisdiction in which such Lender'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 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 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) 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) under this Agreement or under any other Credit Loan Document 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 be obligated 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 reduction, provided that no Lender may claim compensation for any such amount incurred or accrued more than 90 days prior to the date of its demand for payment hereunder except to the extent, if any, that the applicable adoption or change retroactively imposes such increased cost or reduction on such party with respect to periods more than 90 days prior to such date of demand for payment. (b) If If, after the LC Issuer date hereof, any Lender or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender's or such corporation's capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender's or such corporation's policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) such Lender for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) ,provided that no Lender may claim compensation for any amounts such amount incurred or accrued more than 270 90 days prior to the date of its demand for payment hereunder except to the extent, if any, that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the applicable adoption or change in law giving rise to any retroactively imposes such increased cost or reductions is retroactive, then the 270 day period referred reduction on such party with respect to above shall be extended periods more than 90 days prior to include the period such date of retroactive effect thereofdemand for payment. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer a Lender claiming compensation under this Section 7.01 9.3, outlining the applicable change, law, rule or regulation, and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 regulationregulation (other than any such adoption or change relating to Taxes or Other Taxes, the compensation for which is governed by Section 4.5), 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 agency: (i) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, compulsory loanassessment, insurance assessment or similar requirement against (other than the reserve requirement contemplated by Section 4.1(e)) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, the LC Issuer such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (ii) shall impose on the LC Issuer such Lender (or its Applicable Lending Office) or its obligation to issue Letters on the London interbank market any other condition affecting this Agreement or any of Credit, any outstanding Letters such extensions of Credit 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, 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, 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 with respect theretoto any Fixed Rate Loans, by an amount deemed by then the LC Issuer applicable Borrower or Borrowers shall pay to be material, then, such Lender within 15 days after of demand by the LC Issuer, the Guarantor shall pay to the LC Issuer for such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction. If any Lender requests compensation by any Borrower under this Section 4.1(a), such Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Loans of the Type with respect to which such compensation is requested until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If If, after the LC Issuer date hereof, any Lender shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacyrule, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein or in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authorityGovernmental Authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of the LC Issuer (such Lender or its Parent) any corporation controlling such Lender as a consequence of the LC Issuersuch Lender’s obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request request, or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be materialadequacy), then from time to time, time within 15 days after demand by such Lender (with a copy to the LC Issuer, Agent) the Guarantor applicable Borrower or Borrowers shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer (or its Parent) such Lender for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will Each Lender shall promptly notify the Guarantor applicable Borrower or Borrowers and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Lender to compensation pursuant to this Section 7.014.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. A certificate of the LC Issuer Any Lender claiming compensation under this Section 7.01 4.1 shall furnish to the applicable Borrower or Borrowers and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder and, and the calculation thereof in reasonable detail, the LC Issuer’s computation of such amount or amounts, detail which shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein Failure or delay on the part of any Lender to the contrary, demand compensation for purposes any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer 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 such Lender’s right to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issueddemand such compensation; provided that the LC Issuer applicable Borrower or Borrowers shall not demand compensation pursuant be under any obligation to this Section 7.01 as a result of increased cost compensate any Lender under clauses (a) or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, b) above with respect to increased costs or reduction in return on capital with respect to any period prior to the date that is three months prior to such request if such Lender knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased cost costs or reduced returnreductions in return on capital and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions in capital; provided further that the foregoing limitation shall not apply to any increased costs or reductions in return on capital arising out of the retroactive application of any law, rule, guideline or directive as aforesaid within such three-month period. (e) The applicable Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the LC Issuer has unpaid principal amount of each Euribor Rate Loan and of each Offshore Rate Loan, as applicable, equal to the right actual costs of such reserves allocated to do so under its credit facilities such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), excluding any costs included in the definition of Mandatory Costs, which shall be due and payable on each date on which interest is payable on such Loan, provided such Borrower shall have received at least 15 days’ prior notice (with similarly situated borrowers)a copy to the Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

Increased Cost and Reduced Return. (a) 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 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 Governmental (including, without limitation, any such requirement imposed by a) against other borrowers similarly situated to 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 byBorrower, 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 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. (b) If the LC Issuer any Bank shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, 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 any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer such Bank (or its Parent) as a consequence of the LC Issuer’s such Bank's obligations hereunder to a level below that which the LC Issuer such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such Bank (with a copy to the LC IssuerLead Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the Guarantor calculation of such amount or amounts, and provided such Bank is generally exercising rights similar to those set forth in this Section 8.3(b) against other borrowers similarly situated to the Borrower, the Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Each Bank will promptly notify the Guarantor Borrower and the Lead Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Bank to compensation pursuant to this Section 7.01and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of the LC Issuer any Bank claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in prima facie evidence of the absence of manifest errormatters certified therein. In determining such amount, the LC Issuer such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

Increased Cost and Reduced Return. (a) Except If, a Change in Law, or compliance by any Lender or Issuing Bank (or its applicable Lending Office), with any request or directive (whether or not having the force of law) of any Governmental Authority issued after the date hereof (or, if later, after the date the Administrative Agent, such Issuing Bank, or such Lender becomes the Administrative Agent, an Issuing Bank, or a Lender): (i) subjects any Lender or Issuing Bank (or its applicable Lending Office) to any tax, duty or other charge related to any Revolving Loan, Reimbursement Obligation, or its obligation to advance or maintain Revolving Loans or issue any Letter of Credit, or shall change the basis of taxation of payments to any Lender or Issuing Bank (or its applicable Lending Office) of the principal of or interest on its Revolving Loans, Letters of Credit or Reimbursement Obligation or any participations in any thereof, or any other amounts due under this Agreement related to its Revolving Loans, Letters of Credit, Reimbursement Obligations or participations therein, or its obligation to make Revolving Loans, issue Letters of Credit, or acquire participations therein (except for changes with respect to Taxes that are not Indemnified Taxes); or (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the taxes which are governed solely Board of Governors of the Federal Reserve System, but excluding for any Revolving Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank (or its applicable Lending Office) or imposes on any Lender or Issuing Bank (or its Lending Office) or on the interbank market any other condition affecting its Revolving Loans, Letters of Credit, any Reimbursement Obligations owed to it, or its participation in any thereof, or its obligation to advance or maintain Revolving Loans, issue Letters of Credit or participate in any thereof; and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank (or its applicable Lending Office) of advancing or maintaining any Revolving Loan, issuing or maintaining a Letter of Credit or participating therein, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank (or its applicable Lending Office) in connection therewith under this Agreement, by an amount deemed by such Lender or Issuing Bank to be material, then, subject to Section 7.029.3(c), if on from time to time, within thirty (30) days after receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 9.3(c) setting forth in reasonable detail such determination and the basis thereof, the Borrowers shall, without duplication under this Agreement, be obligated to pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such increased cost or reduction. (b) If, after the date hereof, the Administrative Agent, any Lender, the Swingline Lender or Issuing Bank shall have reasonably determined that a Change in Law regarding capital adequacy or liquidity (including any revision in the case Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any Letter of Credit other applicable capital adequacy or liquidity rules heretofore adopted and issued by any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulationgovernmental authority), or any change in any applicable law, rule or regulation, 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 Administrative Agent, any Lender, the Swingline Lender or Issuing Bank (or its Applicable applicable Lending Office) with any request or directive (whether or not having the force of law) of any 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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or Swingline Lender’s capital, or on the capital of the LC Issuer (any corporation controlling such Lender, Issuing Bank or its Parent) Swingline Lender, as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender, Issuing Bank or its Parent) Swingline Lender could have achieved but for such adoption, change, request change or directive compliance (taking into consideration such Lender’s, Issuing Bank’s, Swingline Lender’s or its controlling corporation’s policies with respect to capital adequacy and liquidityor liquidity in effect immediately before such adoption, change or compliance) by an amount reasonably deemed by the LC Issuer such Lender, Issuing Bank or Swingline Lender to be material, then then, subject to Section 9.3(c), from time to time, within 15 thirty (30) days after demand by its receipt of a certificate from such Lender, Issuing Bank or Swingline Lender (with a copy to the LC IssuerAdministrative Agent) pursuant to Section 9.3(c) setting forth in reasonable detail such determination and the basis thereof, the Guarantor Borrowers shall pay to the LC Issuer such Lender, Issuing Bank or Swingline Lender such additional amount or amounts as will compensate the LC Issuer (such Lender, Issuing Bank or its Parent) Swingline Lender for such reduction. Notwithstanding anything . (c) Each of the Administrative Agent, the Lenders, the Swingline Lender and the Issuing Banks that determines to seek compensation under this Section 9.3 shall give written notice to the contrary Borrowers and, in this Section 7.01the case of a Lender, the Guarantor Swingline Lender or an Issuing Bank other than the Administrative Agent, the Administrative Agent of the circumstances that entitle the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank to such compensation no later than ninety (90) days after the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event no Borrower shall not be required have any obligation to compensate the LC Issuer pursuant pay any amount with respect to Section 7.01(a) or (b) for any amounts incurred more than 270 days claims accruing prior to the date ninetieth day preceding such written demand; provided that if the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the basis or circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 such 90-day period referred to above in this sentence shall be extended to include the period of with retroactive effect thereof. (c) The LC Issuer . Each of the Administrative Agent, the Lenders, the Swingline Lender and the Issuing Banks shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation and any payment under Section 3.3, including the designation of a different Lending Office, if such action or designation will promptly notify not, in the Guarantor sole judgment of the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank made in good faith, be otherwise disadvantageous to it; provided that the foregoing shall not in any way affect the rights of any event Lender, the Swingline Lender or any Issuing Bank or the obligations of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to Borrowers under this Section 7.019.3. A certificate of the LC Issuer Administrative Agent, any Lender, the Swingline Lender or any Issuing Bank, as applicable, claiming compensation under this Section 7.01 9.3, and setting forth the additional amount or amounts to be paid to it hereunder andand accompanied by a statement prepared by the Administrative Agent, such Lender, Swingline Lender or such Issuing Bank, as applicable, describing in reasonable detail, detail the LC Issuer’s computation of such amount or amounts, calculations thereof shall be conclusive in absent manifest error of the absence of manifest errorcorrectness thereof. In determining such amount, such Lender, the LC Issuer Swingline Lender or such Issuing Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 regulationregulation (and for purposes of this Agreement, the Xxxx-Xxxxx Act and the Basel III Rules are deemed to have been adopted and gone into effect after the date hereof), or any change 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 Lender (or its Applicable Lending Office) or the L/C Issuer 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 Lender (or its Lending Office) or the L/C Issuer to any tax, duty or other charge with respect to its Eurodollar Loans, CAD CDOR 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, CAD CDOR Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) or the L/C Issuer of the principal of or interest on its Eurodollar Loans, CAD CDOR 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, CAD CDOR Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Eurodollar Loans, CAD CDOR 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 Lender or 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, 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 CAD CDOR Loans, 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 CAD CDOR 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 or CAD CDOR Loans, 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 such Lender or L/C Issuer (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrowers 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 If, after the LC Issuer date hereof, any Lender, the L/ C Issuer, or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacyadequacy (and for purposes of this Agreement, the Xxxx-Xxxxx Act and the Basel III Rules are deemed to have been adopted and gone into effect after the date hereof), or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or the L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s or L/C Issuer’s or such corporation’s capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC such Lender or L/C Issuer (or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or L/C Issuer’s or such corporation’s policies with respect to capital adequacy and or liquidity) by an amount deemed by the LC such Lender or L/C Issuer to be material, then from time to time, within 15 days after demand by such Lender or L/C Issuer (with a copy to the LC Administrative Agent), each Borrower shall pay in respect of Letters of Credit issued for its account to such Lender or L/C Issuer, the Guarantor shall pay to the LC Issuer as applicable, such additional amount or amounts as will compensate the LC such Lender or L/C Issuer (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC a Lender or L/C Issuer claiming compensation under this Section 7.01 10.3 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, the LC such Lender or L/C Issuer may use any reasonable averaging and attribution methods. (d) . Notwithstanding anything herein the foregoing, the Borrowers shall not be obligated to compensate any Lender or L/C Issuer for any increased costs or reductions incurred more than 90 days prior to the contrarydate the Lender or L/C Issuer, for purposes as the case may be, notifies the Borrowers of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer 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 its intention to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand claim compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)therefor.

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 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: (i) shall subject any Lender (or its Lending Office) to any tax, duty or other charge with respect to its Eurocurrency 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 Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Eurocurrency Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency 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 Lender or its Lending Office imposed by the jurisdiction in which such Lender’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 shall impose on any Lender (or its Lending Office) 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, 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) 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 Lender (or its Applicable Lending Office) under this Agreement or under any other Credit Loan 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 be obligated 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 reduction. (b) If If, after the LC Issuer date hereof, any Lender or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s or such corporation’s capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or such corporation’s policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) such Lender for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer a Lender claiming compensation under this Section 7.01 10.3 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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, Law or any change in any applicable law, rule or regulationLaw, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofGovernmental AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT Authority, 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 Governmental Authority: (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 Tax with respect to any Eurodollar Rate Borrowing, its letters of credit, commitments, or other obligationsNotes, or its depositsobligation to loan Eurodollar Rate Borrowings, reservesor change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Papers in respect of any Eurodollar Rate Borrowings (other than with respect to Taxes imposed on the overall net income of such Lender by any jurisdiction and other than liabilities, interest, and penalties incurred as a result of the gross negligence or wilful misconduct of such Lender); (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 commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Papers or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the actual 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, Eurodollar Rate Borrowings 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 the Loan Papers with respect theretoto any Eurodollar Rate Borrowing, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor then Borrower shall pay to the LC Issuer such additional Lender on demand such amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction as provided in SECTION 3.15(C) below. If any Lender requests compensation by Borrower under this SECTION 3.15(A), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 3.18 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested. (b) If If, after the LC Issuer date hereof, any Lender shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation Law regarding capital adequacy or liquidity requirements, or any change therein or 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 any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, Governmental Authority has or would have the effect of reducing the rate of return by an amount deemed by it to be material on the capital of the LC Issuer (such Lender or its Parent) any corporation controlling such Lender as a consequence of the LC Issuer’s such Lender's obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request request, or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be materialadequacy), then from time to time, within 15 days after time upon demand by the LC Issuer, the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer (or its Parent) such Lender for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will Each Lender shall promptly notify the Guarantor Borrower and Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Lender to compensation pursuant to this Section 7.01and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it. A certificate of the LC Issuer Any Lender claiming AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT compensation under this Section 7.01 shall furnish to Borrower and Administrative Agent a statement setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, which shall be conclusive presumed correct in the absence of manifest error. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by 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 bank, or comparable agency agency: (i) shall subject any Lender (or its Lending Office) to any tax, duty, or other charge with respect to its Eurodollar 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 Lender (or its Lending Office) of the principal of or interest 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 Lender or its Lending Office imposed by the jurisdiction in which such Lender's principal executive office or Lending Office is located); or (ii) shall impose, modify 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 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 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) 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) under this Agreement or under any other Credit Loan Document with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 20 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall be obligated 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 reduction, provided that the Borrower shall not be required to indemnify such Lender for any such costs incurred more than 90 days before such notice is given. (b) If If, after the LC Issuer date hereof, any Lender or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank bank, or comparable agency, has or would have had the effect of reducing the rate of return on capital of such Lender's or such corporation's capital, as the LC Issuer (or its Parent) case may be, as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request or directive compliance (taking into consideration its such Lender's or such corporation's policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, within 15 20 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 (or its Parent) such Lender for such reduction. Notwithstanding anything to , provided that the contrary in this Section 7.01, the Guarantor Borrower shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) indemnify such Lender for any amounts such costs incurred more than 270 90 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to before such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions notice is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofgiven. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer a Lender claiming compensation under this Section 7.01 10.3 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of if reasonably determined absent manifest error. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 shall imposeagency; provided, 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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01definition, (xA) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or thereunder, issued in connection therewith or in implementation thereof, and (yB) all requests, rules, guidelines or and directives promulgated by the LC Issuer 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 in each case be deemed to have gone into effect after the Effective Datebe a "Regulatory Requirement", regardless of the date enacted, adopted adopted, issued or issued; provided implemented. The Borrower acknowledges that any Lender or Credit Provider may institute measures in anticipation of a Regulatory Requirement (including, without limitation, the LC Issuer imposition of internal charges on such Person's interests or obligations under this Agreement or any Liquidity Facility), and may commence allocating charges to or seeking compensation from the Borrower under 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 Provider, which are incurred by such Lender or Credit Provider, beginning sixty (60) days after delivery by such Lender or Credit Provider (or the Agent on its behalf) to the Borrower of a written representation and warranty (an "Early Adoption Increased Costs Representation") to the effect that such Lender or Credit Provider is () recognizing Early Adoption Increased Costs, (y) setting forth the amount or amounts 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 form of a monthly charge to be assessed by such Lender or Credit Provider. For the avoidance of doubt, the Borrower shall not demand compensation pursuant be required to this Section 7.01 as a result pay any Early Adoption Increased Costs incurred by any Lender or Credit Provider prior to the expiration of increased cost or reduced return resulting from Basel III or sixty (60) days after receipt by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice Borrower of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).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 or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender or Issuing 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 exercising control over banks or financial institutions generally issued after the date hereof (or, if later, after the date the Administrative Agent, Issuing Bank, or Lender becomes the Administrative Agent, Issuing Bank, or Lender): (i) subjects any Lender or Issuing Bank (or its Lending Office) to any tax, duty or other charge related to any Eurocurrency Loan, Competitive Fixed Rate Loan, Reimbursement Obligation, or its obligation to advance or maintain Eurocurrency Loans, Competitive Fixed Rate Loans, or issue any Letter of Credit, or shall imposechange the basis of taxation of payments to any Lender or Issuing Bank (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, modify Competitive Fixed Rate Loans, Letters of Credit or deem Reimbursement Obligation or any participations in any thereof, or any other amounts due under this Agreement related to its Eurocurrency Loans, Competitive Fixed Rate Loans, Letters of Credit, Reimbursement Obligations or participations therein, or its obligation to make Eurocurrency Loans and Competitive Fixed Rate Loans, issue Letters of Credit, or acquire participations therein (except for changes with respect to taxes that are not Indemnified Taxes pursuant to Section 3.3); or (ii) imposes, modifies or deems applicable any reserve 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 for any Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender or Issuing Bank (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or imposes on any Lender or Issuing Bank (or its obligation to issue Lending Office) or on the interbank market any other condition affecting its Eurocurrency Loans, Letters of Credit, any outstanding Reimbursement Obligations owed to it, or its participation in any thereof, or its obligation to advance or maintain Eurocurrency Loans, issue Letters of Credit or reimbursement claims participate 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, thereof; and the result of any of the foregoing is to increase the cost to such Lender or expense to the LC Issuer Issuing Bank (or its Applicable Lending Office) of advancing or maintaining any Eurocurrency Loan or Competitive Fixed Rate Loan, issuing or maintaining any a Letter of CreditCredit or participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender or Issuing Bank (or its Applicable Lending Office) in connection therewith under this Agreement or under other Credit Document with respect theretoits Note, by an amount deemed by the LC Issuer such Lender or Issuing Bank to be material, then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by receipt of a certificate from such Lender or Issuing Bank (with a copy to the LC IssuerAdministrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Guarantor Borrower shall be obligated to pay to the LC Issuer such Lender or Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Lender or Issuing Bank for such increased cost or reduction. (b) If the LC Issuer shall have determined thatIf, after the Effective Date (subject to clause (d) below)date hereof, the Administrative Agent or any Lender or Issuing Bank shall have reasonably determined that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable law, rule or regulation regarding capital adequacy or liquidity requirementsrules heretofore adopted and issued by any governmental authority), or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Administrative Agent or any Lender or Issuing Bank (or its Lending Office) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's capital, or on the capital of the LC Issuer (any corporation controlling such Lender or its Parent) Issuing Bank, as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) Issuing Bank could have achieved but for such adoption, change, request change or directive compliance (taking into consideration such Lender's or Issuing Bank's or its controlling corporation's policies with respect to capital adequacy and liquidityin effect immediately before such adoption, change or compliance) by an amount reasonably deemed by the LC Issuer such Lender or Issuing Bank to be material, then then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by its receipt of a certificate from such Lender or Issuing Bank (with a copy to the LC IssuerAdministrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Guarantor Borrower shall pay to the LC Issuer such Lender or Issuing Bank such additional amount or amounts as will compensate the LC Issuer (such Lender or its Parent) Issuing Bank for such reduction. Notwithstanding anything to reduction or the contrary in this Section 7.01, Borrower may prepay all Eurocurrency Loans of such Lender or obtain the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor cancellation of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge all such Letters of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofCredit. (c) The LC Issuer Administrative Agent and each Lender and Issuing Bank that determines to seek compensation or additional interest under this Section 8.3 or Section 2.15 shall give written notice to the Borrower and, in the case of a Lender or Issuing Bank other than the Administrative Agent, the Administrative Agent of the circumstances that entitle the Administrative Agent or such Lender or Issuing Bank to such compensation no later than ninety (90) days after the Administrative Agent or such Lender or Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the ninetieth day preceding such written demand. The Administrative Agent and each Lender and Issuing Bank shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of a different Lending Office, if such action or designation will promptly notify not, in the Guarantor sole judgment of the Administrative Agent or such Lender or Issuing Bank made in good faith, be otherwise disadvantageous to it; provided that the foregoing shall not in any way affect the rights of any event Lender or Issuing Bank or the obligations of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to Borrower under this Section 7.018.3 or Section 2.15, and provided further that no Lender or Issuing Bank shall be obligated to make its Eurocurrency Loans or Competitive Fixed Rate Loans hereunder or fund any amount due in respect of a Letter of Credit at any office located in the United States of America. A certificate of the LC Issuer Administrative Agent or any Lender or Issuing Bank, as applicable, claiming compensation or additional interest under this Section 7.01 8.3 or Section 2.15, and setting forth the additional amount or amounts to be paid to it hereunder andand accompanied by a statement prepared by the Administrative Agent or such Lender or Issuing Bank, as applicable, describing in reasonable detail, detail the LC Issuer’s computation of such amount or amounts, calculations thereof shall be conclusive in prima facie evidence of the absence of manifest errorcorrectness thereof. In determining such amount, the LC Issuer such Lender or Issuing Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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). (b) If the LC Issuer any Lender shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of that any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, Change In Law has or would have the effect of reducing the rate of return on capital or liquidity of the LC Issuer such Lender (or its Parent) as a consequence of the LC Issuersuch Lender’s obligations hereunder to a level below that which the LC Issuer such Lender (or its Parent) could have achieved but for such adoption, change, request or directive Change In Law (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything ; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the contrary in date such Lender first notifies the Borrower of its intention to demand compensation under this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof8.02(b). (c) The LC Issuer Each Lender will promptly notify the Guarantor Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Lender to compensation pursuant to this Section 7.01and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of the LC Issuer any Lender claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 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: (i) shall subject any Lender (or its Lending Office) to any tax, duty or other charge with respect to its Fixed Rate 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 Fixed Rate Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Fixed Rate Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Fixed Rate Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Fixed Rate 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 Lender or its Lending Office imposed by the jurisdiction in which such Lender’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 Fixed Rate Loans any such requirement included in an applicable Fixed Rate 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 shall impose on any Lender (or its Lending Office) or on the interbank market any other condition affecting its Fixed Rate 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 Fixed Rate 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) of making or maintaining any Fixed Rate 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) under this Agreement or under any other Credit Loan 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 be obligated 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 reduction. (b) If If, after the LC Issuer date hereof, any Lender or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (or its Parent) such Lender could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) such Lender for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer a Lender claiming compensation under this Section 7.01 10.3 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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. (b) If the LC Issuer shall have determined thatIf, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable lawApplicable Law, rule or regulation regarding liquidity or capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, 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 any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) such Lender as a consequence of the LC Issuersuch Lender’s obligations hereunder to a level below that which the LC Issuer (or its Parent) such Lender could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to time, 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 (or its Parent) such Lender for such reduction. Notwithstanding anything reduction (to the contrary extent funds are available therefor in accordance with the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amount shall be no greater than that which such Lender is generally charging other borrowers similarly situated to the Borrower. (c) Each Lender will promptly notify the Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 7.0111.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the Guarantor amount of, such compensation and will not be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be delivered in connection with any request for compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the LC Issuer a Lender pursuant to this Section 7.01(a) or (b) 11.3 for any amounts increased costs or reductions incurred more than 270 days six months prior to the date that on which the LC Issuer applicable Lender notifies the Guarantor of Borrower; provided that if the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances event giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost costs or reductions is retroactive, then the 270 day six-month period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrarycontrary contained herein, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith guidelines, requirements and (y) all requests, rules, guidelines or directives promulgated (i) by the LC Issuer Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) ), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case case, pursuant to Basel IIIIII or similar capital requirements directive existing on the Closing Date impacting European banks or other regulated financial institutions, shall (ii) pursuant to the Dxxx Xxxxx Wall Street Reform and Consumer Protection Act and (iii) in connection with the Retention Requirement Laws shall, in each case case, be deemed to have gone into effect after the Effective Datebe a change or adoption of a law, rule or regulation for purposes of this Section 11.3, regardless of the date enacted, adopted adopted, issued or issuedimplemented; provided provided, however that the LC Issuer Borrower shall not demand compensation pursuant be responsible for any increased costs relating to the Retention Requirement Laws so long as the Retention Holder is in compliance with the requirements set forth in the Retention Letter. (e) If the Borrower is required to pay additional amounts to any Lender under this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that11.3, then, in accordance with respect to such increased cost or reduced returnSection 11.5, the LC Issuer has Borrower may, at its own expense (including the right payment of all reasonable costs and expenses incurred by any Lender in connection with any such request) and in its sole discretion, subject to do so receipt by such Lender of all amounts owed to it, require such Lender to transfer or assign, in whole, without recourse all of its interests, rights and obligations under its credit facilities with similarly situated borrowersthis Agreement and the Notes to an assignee (it being understood that such Lender shall have no obligation to search for, seek, designate or otherwise try to find, such assignee) which shall assume such obligations (and which may be another Lender, if such other Lender accepts such assignment).

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 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-Currency Loan any such requirement included in an applicable Euro-Currency 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, 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 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 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 IssuerAdministrative Agent), the Guarantor Company shall pay pay, or shall cause another Borrower to the LC Issuer pay, such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction. (b) If the LC Issuer any Bank shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer such Bank (or its Parent) as a consequence of the LC Issuer’s such Bank's obligations hereunder to a level below that which the LC Issuer such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Bank to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Each Bank will promptly notify the Guarantor Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Bank to compensation pursuant to this Section 7.01and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of the LC Issuer any Bank claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on If there is a change in 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 laworder, rule or regulationrule, 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 affecting any Lender (whether or not having the force of law) law but of any such authority, central bank a kind which is intended to be complied with by banks or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed financial institutions generally and which is being complied with by the Board Lender) or in the interpretation thereof by any Governmental Authority charged with the administration thereof, and as a result: (i) the Lender incurs a cost (which it would not otherwise have incurred) or becomes liable to make a payment (calculated with reference to the amount outstanding or available under Facility A) with respect to continuing to provide or maintain its Proportionate Share of Governors Facility A for the Borrower hereunder (other than a tax such as a capital or franchise tax or a tax imposed on the net income, assets or capital of the Federal Reserve SystemLender); (ii) any reserve, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits is imposed or increased with respect to the Outstanding Advances increasing the cost thereof to the Lender; or (iii) the Lender suffers or for will suffer a reduction in 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 rate 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 return on its letters overall capital (other than a reduction by reason of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and any increase in the taxes referred to in (i) above) as a 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 the capital that the Lender is required to maintain being increased or of any sum received or receivable by change in the LC Issuer (or manner in which the Lender is required to allocate its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by resources; then the LC Issuer to be material, thenBorrower shall, within 15 days after demand by receipt of written notice from the LC IssuerLender (with a copy to the Agent), the Guarantor shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer Lender for and will indemnify the Lender against such increased increases in cost or reduction. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption reductions of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent not already reflected in any other rate or fee hereunder), accruing from and after the LC Issuer had knowledge date of the circumstances giving rise to receipt of such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer notice. Each Lender will promptly notify the Guarantor Borrower and the Agent of any event of which it has knowledge, occurring after the date hereofof this Agreement, which will entitle the LC Issuer such Lender to compensation pursuant to this Section 7.01section. A certificate of any Lender (together with such further information as the LC Issuer Borrower may reasonably request) claiming compensation under this Section 7.01 section and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errordeemed to be prima facie correct. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. (d) . Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlementsforegoing, the Basel Committee on Banking Supervision (or any successor or similar authority) or Lender shall be entitled to claim compensation from the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation Borrower pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (section only to the extent that, with respect to such increased cost or reduced return, that the LC Issuer Lender is also claiming compensation on a similar basis from other borrowers (if any) for whom the Lender has the right to do so under its established similar credit facilities with similarly situated borrowers)facilities.

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 reasonable interpretation of any Letter of Credit the Administrative Agent or any obligation to issue, renew or extend any Letter of CreditLender, 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 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: (i) shall subject any Lender or the L/C Issuer (or its Lending Office) to any tax, duty or other charge with respect to its Eurodollar 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 Lender (or its Lending Office) or the L/C Issuer of the principal of or interest 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 with respect to Excluded Taxes); 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 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) 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 such Lender or the LC L/C Issuer to be material, then, within 15 days after demand by such Lender or the LC IssuerL/C Issuer (with a copy to the Administrative Agent), the Guarantor Borrower shall be obligated to pay to such Lender or the LC L/C Issuer such additional amount or amounts as will compensate such Lender or the LC L/C Issuer for such increased cost or reduction. Upon the receipt by the Borrower of such demand, the Borrower shall have the option to immediately repay such Eurodollar Loan or convert such Eurodollar Loan to a Base Rate Loan (in each case, subject to Section 1.12 hereof), or terminate such Letter of Credit, in each case in order to minimize or eliminate such increased cost or reduction. (b) If If, after the LC date hereof, any Lender, the L/C Issuer or the Administrative Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or the L/C Issuer or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s or such corporation’s capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which such Lender or the LC L/C Issuer (or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or the L/C Issuer’s or such corporation’s policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by such Lender or the LC L/C Issuer to be material, then from time to time, within 15 days after demand by such Lender (with such demand to be made by such Lender or the LC IssuerL/C Issuer within 180 days of the incurrence of such reduction, and a copy of such demand to be sent to the Administrative Agent), the Guarantor Borrower shall pay to such Lender or the LC L/C Issuer such additional amount or amounts as will compensate such Lender or the LC L/C Issuer (or its Parent) for such reduction. Notwithstanding anything to Upon the contrary in this Section 7.01receipt by the Borrower of such demand, the Guarantor Borrower shall not be required have the option to compensate the LC Issuer pursuant immediately repay such Eurodollar Loan or convert such Eurodollar Loan to a Base Rate Loan (in each case subject to Section 7.01(a) 1.12 hereof), or (b) for any amounts terminate such Letter of Credit, in each case in order to minimize or eliminate such incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofreduction. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of a Lender or the LC L/C Issuer claiming compensation under this Section 7.01 10.3 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, such Lender or the LC L/C Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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, Bank shall have reasonably determined that the adoption on or after the date hereof of any applicable law, rule rule, or regulation, or any change in any applicable law, rule 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 Governmental Authority charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) Bank 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 Governmental Authority: (i) shall change the basis of taxation of any amounts payable to the Bank under this Agreement or comparable agency shall impose, modify the Tranche A Note or deem applicable Tranche B Note in respect of any reserve Eurodollar Loans (including, without limitation, any such requirement other than taxes imposed on the overall net income of the Bank or its Applicable Lending Office by the Board of Governors of jurisdiction in which the Federal Reserve SystemBank has its Principal Office or such Applicable Lending Office); (ii) shall impose or modify any reserve, special deposit, compulsory loan, insurance assessment or similar requirement against (other than the Eurodollar Reserve Percentage utilized in the determination of Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, the LC Issuer Bank (or its Applicable Lending Officeincluding the Commitments), ; or (iii) shall impose on the LC Issuer Bank (or its Applicable Lending Office) or its obligation to issue Letters the London interbank market any other condition affecting this Agreement or the Tranche A Note or Tranche B Note or any of Credit, any outstanding Letters such extensions of Credit 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, commitments; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of Credit, Eurodollar Loans or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) Bank under this Agreement or under other Credit Document the Tranche A Note or Tranche B Note with respect theretoto Eurodollar 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 the LC Issuer Bank on demand such additional amount or amounts as will compensate the LC Issuer Bank for such increased cost or reduction. (b) If on or after the LC Issuer date hereof, the Bank shall have reasonably determined that, that the adoption on or after the Effective Date (subject to clause (d) below), the adoption date hereof of any applicable law, rule or regulation regarding capital adequacyrule, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein on or after the date hereof or in the interpretation or administration thereof on or after the date hereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or any request or directive on or after the date hereof regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority, has or would have the effect of reducing the rate of return on the capital of the LC Issuer (or its Parent) Bank as a consequence of the LC Issuer’s Bank's obligations hereunder to a level below that which the LC Issuer (or its Parent) Bank could have achieved but for such adoption, change, request request, or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer Bank to be material, then from time to time, within 15 days after time upon demand by the LC Issuer, the Guarantor Borrower shall pay to the LC Issuer Bank such additional amount or amounts as will compensate the LC Issuer (or its Parent) Bank for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Bank will promptly notify the Guarantor Borrower of any event or circumstance of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer Bank to compensation pursuant to this Section 7.013.01(a) or Section 3.01(b) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the LC Issuer Bank claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, detail the LC Issuer’s computation of such amount or amounts, basis for the claim shall be conclusive in provided to the absence of manifest errorBorrower with such notice. In determining such amount, the LC Issuer Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer The Bank shall not demand be entitled to claim compensation pursuant to this Section 7.01 3.01(a) or Section 3.01(b) for any increased cost, reduction in amounts received or receivable, or reduction in rate of return (i) incurred or accrued on or before the ninetieth (90th) day following the date that the Bank first notifies the Borrower of the change in law or other circumstances on which such claim is based, or (ii) incurred as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice fault of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)Bank.

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 a Change 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, Law or compliance by the LC Issuer Lender (or its Applicable Lending Officelending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency Authority: (i) shall impose, modify 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 any such requirement included in an applicable LIBOR Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended by, the LC Issuer Lender; or (or its Applicable Lending Office), ii) shall impose on Lender or on the LC Issuer (United States market for certificates of deposit or its Applicable Lending Office) the London Interbank market any other condition affecting the Aggregate Advances, the 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 thereto, make Advances; 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 CreditAdvance or the Aggregate Advances, 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 the Note with respect thereto, by an amount reasonably deemed by the LC Issuer Lender to be material, then, within 15 thirty days after demand by the LC IssuerLender, the Guarantor Purchaser 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. (b) If the LC Issuer Lender shall have determined that, in good faith that after the Effective Date (subject to clause (d) below), date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, 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 request or Lender with any directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agencyAuthority, has or would have the effect of reducing the rate of return on Lender's capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (or its Parent) Lender could have achieved but for such adoption, change, request or directive compliance (taking into consideration its Lender's policies with respect to capital adequacy and liquidityadequacy) by an amount reasonably deemed by the LC Issuer Lender to be material, then from time to time, within 15 thirty days after demand by the LC IssuerLender, the Guarantor Purchaser shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer (or its Parent) Lender for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Lender will promptly notify the Guarantor Purchaser of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer Lender to compensation pursuant to this Section 7.01and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to Lender. A certificate of the LC Issuer Lender claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes The provisions of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, applicable with respect to any participant, assignee or other transferee, and any calculations required by such increased cost provisions shall be made based upon the circumstances of such participant, assignee or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)other transferee.

Increased Cost and Reduced Return. (a) Except If any Change in Law shall: (i) subject any Lender (or its Lending Office) to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to the taxes which are governed solely by Section 7.02its Eurodollar Loans, if on its Notes or after the date hereofany other amounts due under this Agreement or any other Loan Document in respect of its Eurodollar Loans, (except for changes in the case basis or rate of any Letter of Credit or any obligation to issue(A) Indemnified Taxes, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, 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 Officeb) with any request or directive through (whether or not having the force of lawd) of any such authority, central bank or comparable agency shall the definition of Excluded Taxes and (C) Connection Income Taxes); or (ii) 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 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 and Lender (or its Applicable Lending Office), shall impose Office)or on the LC Issuer (interbank market any other condition affecting its Eurodollar Loans, it Notes or its Applicable Lending Office) or its obligation obligations 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 Lender (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 such Lender (or its Applicable Lending Office) under this Agreement or under any other Credit Loan 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 be obligated 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 reduction. (b) If the LC Issuer shall have determined thatany Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, after the Effective Date (subject to clause (d) below)if any, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of the LC Issuer (or its Parent) such Lender’s holding company, if any, as a consequence of this Agreement, the LC Issuer’s obligations hereunder Commitments of such Lender or the Loans made by such Lender, to a level below that which the LC Issuer (such Lender or its Parent) such Lender’s holding company could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be materialadequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to such Lender, as the LC Issuer case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. ​ (c) A certificate of a Lender claiming compensation under Sections 1.11, 10.1, 10.3 and 12.1 and setting forth the LC Issuer additional amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) Failure or its Parent) for such reduction. Notwithstanding anything delay on the part of any Lender to the contrary in demand compensation pursuant to this Section 7.01, shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Guarantor Borrower shall not be required to compensate the LC Issuer a Lender pursuant to this Section 7.01(a) or (b) for any amounts increased costs incurred or reductions suffered more than 270 days nine months prior to the date that such Lender, as the LC Issuer case may be, notifies the Guarantor Borrower of the LC IssuerChange in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefortherefor (except that, to if the extent the LC Issuer had knowledge of the circumstances Change in Law giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost costs or reductions is retroactive, then the 270 day nine-month period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

Increased Cost and Reduced Return. (a) Except If any Change in Law: (i) shall subject any Lender (or its lending office) to any tax, duty or other charge with respect to the taxes which are governed solely by Section 7.02, if on its LIBOR Rate Loans or after the date hereof, in the case of any Letter of Credit or any its obligation to issue, renew make LIBOR Rate Loans or extend shall change the basis of taxation of payments to 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 Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of lawlending office) of the principal of or interest on its LIBOR Rate Loans or any other amounts due under this Agreement or any other Loan Document in respect of its LIBOR Rate Loans or its obligation to make LIBOR Rate Loans, (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 imposed by the jurisdiction in which such Lender’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 requirement FRB against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), lending office) or shall impose on the LC Issuer any Lender (or its Applicable Lending Officelending office) or on the interbank market any other condition affecting its LIBOR Rate 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 thereto, make LIBOR 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 Officelending office) of issuing making or maintaining any Letter of Credit, LIBOR Rate Loan or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Officelending office) under this Agreement or under any other Credit Loan Document with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by the LC Issuersuch Lender to Borrower Representative (with a copy to Administrative Agent), the Guarantor Borrowers shall be obligated 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 reduction. (b) If the LC Issuer shall have determined thatany Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, after the Effective Date (subject to clause (d) below)if any, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of the LC Issuer (or its Parent) such Lender’s holding company, if any, as a consequence of this Agreement, the LC Issuer’s obligations hereunder Commitments of such Lender or the Loans made by, or Swing Line Loans held by, such Lender to a level below that which the LC Issuer (such Lender or its Parent) such Lender’s holding company could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be materialadequacy), then from time to time, within 15 days after demand by time the LC Issuer, the Guarantor shall Borrowers will pay to the LC Issuer such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the LC Issuer (amount or amounts necessary to compensate such Lender or its Parent) for such reduction. Notwithstanding anything to holding company, as the contrary case may be, as specified in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(aparagraph (a) or (b) for any amounts incurred more than 270 days prior of this Section and delivered to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amountsBorrower Representative, shall be conclusive in the absence of absent manifest error. In determining The Borrower Representative shall pay such amountLender, as the case may be, the LC Issuer may use amount shown as due on any reasonable averaging and attribution methodssuch certificate within 15 days after receipt thereof. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 Fixed Rate 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 Fixed Rate Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the -55- principal of or interest on its Fixed Rate Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Fixed Rate Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Fixed Rate Loans, or issue a Letter of Credit, or acquire participations therein (except for such taxes as may be measured on the overall net income of such Bank or its Lending Office imposed by the jurisdiction, or any political subdivision or taxing authority thereof, 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 Fixed Rate 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 Fixed Rate 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 Fixed Rate 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 Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate 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 any other Credit Loan Document with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 60 days after written 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; PROVIDED, HOWEVER, that the Borrower shall not be obligated to pay any such amount or amounts to the extent such additional cost or payment was incurred or paid by such Bank more than ninety (90) days prior to the date of the delivery of the certificate referred to in the immediately following sentence (nothing herein to impair or otherwise affect the Borrower's liability hereunder for costs or payments subsequently incurred or paid by such Bank). If a Bank makes such a claim for compensation, it shall provide to the Borrower (with a copy to the Agent) substantially concurrently with such demand a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined absent manifest error. (b) If If, after the LC Issuer date hereof, any Bank or the Agent shall have determined that, after the Effective Date (subject to clause (d) below), that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, 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 or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Bank's capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (or its Parent) such Bank could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such -56- Bank's policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Bank to be material, then from time to time, within 15 30 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 (or its Parent) such Bank for such reduction. Notwithstanding anything to ; PROVIDED, HOWEVER, that the contrary in this Section 7.01, the Guarantor Borrower shall not be required obligated to compensate such Bank to the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred extent its rate of return was so reduced more than 270 ninety (90) days prior to the date that of such demand (nothing herein to impair or otherwise affect the LC Issuer notifies the Guarantor of the LC Issuer’s intention Borrower's liability hereunder to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to compensate for subsequent reductions in such claim for compensation and its effects on the Bank's rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofreturn). (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer a Bank claiming compensation under this Section 7.01 10.3 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorPRIMA FACIE correct. In determining such amount, the LC Issuer such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 reduction. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (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 and (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 LC Issuer 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 IIIII or Basel III (collectively, “Basel Accords”) (whether or not having the force of law), shall in each case be deemed to have gone into effect be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the Effective Datedate hereof. (b) (i) If the Borrower shall be required by applicable law to deduct any Taxes from any payments made to any Affected Entity, regardless then (a) if such Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.2), such Affected Entity receives an amount equal to the sum it would have received had no such deductions been made, (b) Borrower shall be entitled to make such deductions and (c) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. As soon as practicable, but in no event more than 30 days after any payment of such Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent or the applicable Co-Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the date enacted, adopted return reporting such payment or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result other evidence of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (payment reasonably satisfactory to the extent thatAdministrative Agent or such Co-Agent, with respect to such increased cost or reduced return, as the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)case may be.

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 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 Loan Notes evidencing SOFR Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to fund 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 Loan Notes with respect theretothereto (other than any increased costs on account of (x) Indemnified Taxes or (y) Taxes described in the definition of "Excluded 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; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower. (b) If the LC Issuer any Lender shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding liquidity or capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, 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 any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) such Lender as a consequence of the LC Issuer’s such Lender's obligations hereunder to a level below that which the LC Issuer (or its Parent) such Lender could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to time, 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 (or its Parent) such Lender for such reduction. Notwithstanding anything reduction (to the contrary extent funds are available therefor in accordance with the Priority of Payments) shall constitute "Increased Costs" payable by the Borrower pursuant to Sections 9.1(a) and 6.4. (c) Each Lender will promptly notify the Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 7.0111.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the Guarantor amount of, such compensation and will not be, in the sole judgment of such Lender, otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be delivered in connection with any request for compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate the LC Issuer a Lender pursuant to this Section 7.01(a) or (b) 11.3 for any amounts increased costs or reductions incurred more than 270 days six months prior to the date that on which the LC Issuer applicable Lender notifies the Guarantor of Borrower; provided further that if the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances event giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost costs or reductions is retroactive, then the 270 day six-month period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrarycontrary contained herein, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith guidelines, requirements and (y) all requests, rules, guidelines or directives promulgated (x) by the LC Issuer Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) ), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case case, pursuant to Basel III, shall in each case be deemed to have gone into effect after III or similar capital requirements directive existing on the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation Closing Date impacting European banks and other regulated financial institutions and (y) pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 11.3, regardless of the date enacted, adopted, issued or implemented. (e) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not at the time be the general policy or practice of the LC Issuer required to demand such compensation from similarly situated borrowers (pay amounts to any Lender under this Section 11.3 to the extent that, with such amounts would be duplicative of amounts payable by the Borrower under Section 11.4. To the extent the Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant to such increased cost or reduced returnSection 11.4, the LC Issuer has provisions of Section 11.4 shall control. (f) For the right avoidance of doubt, the Borrower shall not be obligated to do so pay additional amounts to a Lender pursuant to clauses (a) or (b) of this Section 11.3 to the extent any such additional amounts are attributable to a failure by an EU Affected Lender to comply with its obligations under the EU Securitisation Regulation that are within its credit facilities with similarly situated borrowers)control.

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 Issuing 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 exercising control over banks or financial institutions generally issued after the date hereof (or, if later, after the date the Administrative Agent, Issuing Bank, or Lender becomes the Administrative Agent, Issuing Bank, or Lender): (i) subjects any Lender or Issuing Bank (or its Lending Office) to any tax, duty or other charge related to any Eurocurrency Loan, Competitive Fixed Rate Loan, Reimbursement Obligation, or its obligation to advance or maintain Eurocurrency Loans, Competitive Fixed Rate Loans, or issue any Letter of Credit, or shall imposechange the basis of taxation of payments to any Lender or Issuing Bank (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, modify Competitive Fixed Rate Loans, Letters of Credit or deem Reimbursement Obligation or any participations in any thereof, or any other amounts due under this Agreement related to its Eurocurrency Loans, Competitive Fixed Rate Loans, Letters of Credit, Reimbursement Obligations or participations therein, or its obligation to make Eurocurrency Loans and Competitive Fixed Rate Loans, issue Letters of Credit, or acquire participations therein (except for changes with respect to taxes that are not Indemnified Taxes pursuant to Section 3.3); or (ii) imposes, modifies or deems applicable any reserve 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 for any Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender or Issuing Bank (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or imposes on any Lender or Issuing Bank (or its obligation to issue Lending Office) or on the interbank market any other condition affecting its Eurocurrency Loans, Letters of Credit, any outstanding Reimbursement Obligations owed to it, or its participation in any thereof, or its obligation to advance or maintain Eurocurrency Loans, issue Letters of Credit or reimbursement claims participate 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, thereof; and the result of any of the foregoing is to increase the cost to such Lender or expense to the LC Issuer Issuing Bank (or its Applicable Lending Office) of advancing or maintaining any Eurocurrency Loan or Competitive Fixed Rate Loan, issuing or maintaining any a Letter of CreditCredit or participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender or Issuing Bank (or its Applicable Lending Office) in connection therewith under this Agreement or under other Credit Document with respect theretoits Note, by an amount deemed by the LC Issuer such Lender or Issuing Bank to be material, then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by receipt of a certificate from such Lender or Issuing Bank (with a copy to the LC IssuerAdministrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Guarantor Borrower shall be obligated to pay to the LC Issuer such Lender or Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Lender or Issuing Bank for such increased cost or reduction. (b) If the LC Issuer shall have determined thatIf, after the Effective Date (subject to clause (d) below)date hereof, the Administrative Agent or any Lender or Issuing Bank shall have reasonably determined that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) or of the Office of the Comptroller of the Xxxxxxxx (00 XXX Xxxx 0, Xppendix A), or in any other applicable law, rule or regulation regarding capital adequacy or liquidity requirementsrules heretofore adopted and issued by any governmental authority), or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Administrative Agent or any Lender or Issuing Bank (or its Lending Office) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's capital, or on the capital of the LC Issuer (any corporation controlling such Lender or its Parent) Issuing Bank, as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender or its Parent) Issuing Bank could have achieved but for such adoption, change, request change or directive compliance (taking into consideration such Lender's or Issuing Bank's or its controlling corporation's policies with respect to capital adequacy and liquidityin effect immediately before such adoption, change or compliance) by an amount reasonably deemed by the LC Issuer such Lender or Issuing Bank to be material, then then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by its receipt of a certificate from such Lender or Issuing Bank (with a copy to the LC IssuerAdministrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Guarantor Borrower shall pay to the LC Issuer such Lender or Issuing Bank such additional amount or amounts as will compensate the LC Issuer (such Lender or its Parent) Issuing Bank for such reduction. Notwithstanding anything to reduction or the contrary in this Section 7.01, Borrower may prepay all Eurocurrency Loans of such Lender or obtain the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor cancellation of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge all such Letters of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofCredit. (c) The LC Issuer Administrative Agent and each Lender and Issuing Bank that determines to seek compensation or additional interest under this Section 8.3 shall give written notice to the Borrower and, in the case of a Lender or Issuing Bank other than the Administrative Agent, the Administrative Agent of the circumstances that entitle the Administrative Agent or such Lender or Issuing Bank to such compensation no later than ninety (90) days after the Administrative Agent or such Lender or Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the ninetieth day preceding such written demand. The Administrative Agent and each Lender and Issuing Bank shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of a different Lending Office, if such action or designation will promptly notify not, in the Guarantor sole judgment of the Administrative Agent or such Lender or Issuing Bank made in good faith, be otherwise disadvantageous to it; provided that the foregoing shall not in any way affect the rights of any event Lender or Issuing Bank or the obligations of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to Borrower under this Section 7.018.3, and provided further that no Lender or Issuing Bank shall be obligated to make its Eurocurrency Loans or Competitive Fixed Rate Loans hereunder or fund any amount due in respect of a Letter of Credit at any office located in the United States of America. A certificate of the LC Issuer Administrative Agent or any Lender or Issuing Bank, as applicable, claiming compensation or additional interest under this Section 7.01 8.3, and setting forth the additional amount or amounts to be paid to it hereunder andand accompanied by a statement prepared by the Administrative Agent or such Lender or Issuing Bank, as applicable, describing in reasonable detail, detail the LC Issuer’s computation of such amount or amounts, calculations thereof shall be conclusive in prima facie evidence of the absence of manifest errorcorrectness thereof. In determining such amount, the LC Issuer such Lender or Issuing Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 a Change 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, Law or compliance by the LC Issuer Lender (or its Applicable Lending Officelending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency Authority: (i) shall impose, modify 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 any such requirement included in an applicable LIBOR Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended by, the LC Issuer Lender; or (or its Applicable Lending Office), ii) shall impose on Lender or on the LC Issuer (United States market for certificates of deposit or its Applicable Lending Office) the London Interbank market any other condition affecting the Aggregate Advances, the 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 thereto, make Advances; 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 CreditAdvance or the Aggregate Advances, 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 the Note with respect thereto, by an amount reasonably deemed by the LC Issuer Lender to be material, then, within 15 thirty days after demand by the LC IssuerLender, the Guarantor Purchaser 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. (b) If the LC Issuer Lender shall have determined that, in good faith that after the Effective Date (subject to clause (d) below), date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementstherein, 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 request or Lender with any directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agencyAuthority, has or would have the effect of reducing the rate of return on Lender’s capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (or its Parent) Lender could have achieved but for such adoption, change, request or directive compliance (taking into consideration its Lender’s policies with respect to capital adequacy and liquidityadequacy) by an amount reasonably deemed by the LC Issuer Lender to be material, then from time to time, within 15 thirty days after demand by the LC IssuerLender, the Guarantor Purchaser shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer (or its Parent) Lender for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Lender will promptly notify the Guarantor Purchaser of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer Lender to compensation pursuant to this Section 7.01and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to Lender. A certificate of the LC Issuer Lender claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes The provisions of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, applicable with respect to any participant, assignee or other transferee, and any calculations required by such increased cost provisions shall be made based upon the circumstances of such participant, assignee or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)other transferee.

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 reduction. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (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 and (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 LC Issuer 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 IIIII or Basel III (collectively, “Basel Accords”) (whether or not having the force of law), shall in each case be deemed to have gone into effect be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the Effective Datedate hereof. (i) If the Borrower shall be required by applicable law to deduct any Taxes from any payments made to any Affected Entity, regardless then (a) if such Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.2), such Affected Entity receives an amount equal to the sum it would have received had no such deductions been made, (b) Borrower shall be entitled to make such deductions and (c) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. As soon as practicable, but in no event more than 30 days after any payment of such Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent or the applicable Co-Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the date enactedreturn reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent or such Co-Agent, adopted as the case may be. (ii) The Borrower agrees to pay any and all present or issued; provided that future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Transaction Document or from the LC Issuer shall not demand compensation pursuant to this Section 7.01 execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Transaction Document (except any such taxes imposed as a result of increased cost a present or reduced return resulting former connection between the Affected Entity and the jurisdiction imposing such tax that are imposed with respect to an assignment other than a connection arising from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it such Affected Entity having entered into this Agreement) (hereinafter referred to as “Other Taxes”). The Borrower shall not be required to make payment under this Section 10.2(b)(ii) to the extent paid under Section 10.1. (iii) If any Taxes are payable or paid by any Affected Entity (including Taxes imposed or asserted on or attributable to any amounts payable under this Section 10.2) or are required to be withheld, deducted or paid from or in respect of any sum payable under any Transaction Document to any Affected Entity, to the extent such Taxes are Indemnified Taxes or Other Taxes, the Borrower shall also pay to such Affected Entity at the time interest is paid, such additional amount that such Affected Entity reasonably determines is necessary to preserve the after-tax yield (after factoring in all taxes attributable solely and directly to income derived from the transaction effectuated by the Transaction Documents, including taxes imposed on or measured by net income) that such Affected Entity would have received if such Indemnified Taxes or Other Taxes had not been imposed. The Borrower shall not be required to make payment under this Section 10.2(iii) to the general policy extent paid under Section 10.1, 10.2(b)(i) or practice 10.2(b)(ii). (c) Any Affected Entity that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower, Servicer, and Administrative Agent at the time or times reasonably requested by the Borrower, Servicer, or Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrower, Servicer, or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Affected Entity, if reasonably requested by the Borrower, Servicer, or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower, Servicer, or Administrative Agent as will enable the Borrower, Servicer, or Administrative Agent to determine whether or not such Affected Entity is subject to backup withholding or information reporting requirements. Each Affected Entity agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, Servicer, and Administrative Agent in writing of its legal inability to do so. Without limiting the generality of the LC Issuer foregoing: (i) any Affected Entity that is a U.S. Person shall deliver to demand the Borrower, Servicer, and Administrative Agent on or prior to the date on which such compensation Affected Entity becomes party to this Agreement (and from similarly situated borrowers time to time thereafter upon the reasonable request of the Borrower, Servicer, and Administrative Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Affected Entity is exempt from U.S. federal backup withholding tax; (ii) any Affected Entity that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, Servicer, and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Affected Entity becomes party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Servicer, and Administrative Agent), whichever of the following is applicable: (1) in the case of an Affected Entity claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI (or any successor form); (3) in the case of an Affected Entity claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Tax Code, (x) a certificate satisfactory to Borrower, Servicer, and Administrative Agent to the effect that such Affected Entity is not a “bank” within the meaning of Section 881(c)(3)(A) of the Tax Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Tax Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Tax Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor form); or (4) to the extent an Affected Entity is not the beneficial owner, executed copies of IRS Form W-8IMY (or any successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor forms), a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Affected Entity is a partnership and one or more direct or indirect partners of such Affected Entity are claiming the portfolio interest exemption, such Affected Entity may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Affected Entity (and its respective Co-Agent) shall, to the extent it is legally entitled to do so, deliver to the Borrower, Servicer, and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Affected Entity becomes a Affected Entity under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Servicer, and Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower, Servicer, or Administrative Agent to determine the withholding or deduction required to be made; and (iv) If a payment made to an Affected Entity under any Transaction Document would be subject to U.S. Federal withholding tax imposed by FATCA if such Affected Entity were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Tax Code, as applicable), such Affected Entity (and its respective Co-Agent) shall deliver to the Borrower, Servicer and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, Servicer or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Tax Code) and such additional documentation reasonably requested by the Borrower, Servicer or the Administrative Agent as may be necessary for the Borrower, Servicer or the Administrative Agent to comply with their obligations under FATCA and to determine that such Affected Entity has complied with such Affected Entity’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (d) If any Affected Entity receives a refund in respect of any Indemnified Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts, in each case pursuant to this Section, it shall promptly repay such refund to such Borrower (to the extent thatof amounts that have been paid by Borrower (or the Servicer, on its behalf) under this Section with respect to such increased cost refund), net of all out-of-pocket expenses (including taxes imposed with respect to such refund) of such Affected Entity and without interest (other than interest paid by the relevant taxing authority with respect to such refund); provided, however, that each Borrower (or reduced returnthe Servicer, on its behalf) upon the request of such Affected Entity, agrees to return such refund (plus penalties, interest or other charges) to such Affected Entity in the event such Affected Entity or the Administrative Agent is required to repay such refund. Nothing in this Section shall obligate any Affected Entity to apply for any such refund. This paragraph shall not be construed to require any Affected Entity to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. (e) Servicer and the Borrower acknowledge that, in connection with the funding of the Loan, or any portion thereof, by a Conduit, the LC Issuer has Administrative Agent may be required to obtain commercial paper ratings affirmation(s). Each of the right Servicer and the Borrower agrees that it will (i) cooperate with the Administrative Agent and any rating agency involved in the issuance of such rating, (ii) amend and/or supplement the terms of this Agreement and the other Transaction Documents that define, employ or relate to do the term “Borrowing Base”, “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor”, or any defined term utilized in the definitions of such terms, in each case, as required by such rating agency in connection with the issuance of such rating (as so amended or supplemented, the “Revised Documents”), and (iii) take all actions required to ensure that (A) it is in compliance with all material provisions, representation, warranties and covenants of the Revised Documents applicable to it, (B) no Unmatured Amortization Event, Amortization Event, or any event that, with the giving of notice or the lapse of time, or both, would constitute a Unmatured Amortization Event or Amortization Event exists under its credit facilities the Revised Documents and (C) all other requirements under the Revised Documents relating to the funding of the Loan or the ownership of any Receivable have been complied with. The Borrower shall pay in immediately available funds to the Administrative Agent, all costs and expenses in connection with similarly situated borrowers)this Section 10.2, including, without limitation, the initial fees payable to such rating agency or agencies in connection with providing such rating and all ongoing fees payable to the rating agency or agencies for their continued monitoring of such rating.

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. (b) If the LC Issuer any Lender shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer such Lender (or its Parent) as a consequence of the LC Issuersuch Lender’s obligations hereunder to a level below that which the LC Issuer such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer Each Lender will promptly notify the Guarantor Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer such Lender to compensation pursuant to this Section 7.01and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of the LC Issuer any Lender claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorerror if made reasonably and in good faith. In determining such amount, the LC Issuer such Lender may use any reasonable averaging and attribution methods. . Notwithstanding subsections (da) Notwithstanding anything herein to the contrary, for purposes and (b) of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements8.03, the Basel Committee on Banking Supervision Company shall only be obligated to compensate any Lender for any amount arising or accruing during (i) any time or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant period commencing not more than three months prior to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided on which such Lender notifies the Administrative Agent and the Company that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer proposes to demand such compensation from similarly situated borrowers (and identifies to the extent thatAdministrative Agent and the Company the statute, with respect to regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which, because of the retroactive application of such increased cost statute, regulation or reduced returnother basis, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)such Lender did not know that such amount would arise or accrue.

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 SOFR 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 SOFR 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 SOFR Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make SOFR Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such 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 requirement FRB) 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 SOFR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursementsmake SOFR Loans, 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 issue a 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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, 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 (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).participate therein;

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 any Regulatory Change, or compliance by any Lender (or its Lending Office) or the case L/C Issuer with any request or directive (whether or not having the force of law) of any Letter such Governmental Authority, central bank or comparable agency: (i) shall subject any Lender (or its Lending Office) or the L/C Issuer to any tax, duty or other charge with respect to its EurodollarEurocurrency Loans, its Notes, its Letter(s) of Credit Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to issuemake EurodollarEurocurrency Loans, renew or extend any issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) or the L/C Issuer of the principal of or interest on its EurodollarEurocurrency 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 EurodollarEurocurrency Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make EurodollarEurocurrency 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 Lender or 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, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any EurodollarEurocurrency Loans any such requirement included in an applicable EurodollarEurocurrency Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its 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 applicable interbank market any other condition affecting its EurodollarEurocurrency 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 EurodollarEurocurrency Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) or the L/C Issuer of making or maintaining any EurodollarEurocurrency Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or the L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within 15 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate 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 the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulationregulation regarding capital adequacy, 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 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), 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 L/C 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. (b) If the LC Issuer shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule corporation controlling such Lender or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged L/C Issuer with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s or L/C Issuer’s or such corporation’s capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC such Lender or L/C Issuer (or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or L/C Issuer’s or such corporation’s policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC such Lender or L/C Issuer to be material, then from time to time, within 15 days after demand by such Lender or L/C Issuer (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrowers shall pay to the LC Issuer such Lender or L/C Issuer, as applicable, such additional amount or amounts as will compensate the LC such Lender or L/C Issuer (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC a Lender or L/C Issuer claiming compensation under this Section 7.01 10.3 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, the LC such Lender or L/C Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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 Issuing Bank (or its Applicable 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 exercising control over banks or financial institutions generally issued after the date hereof (or, if later, after the date the Administrative Agent, Issuing Bank, or Lender becomes the Administrative Agent, Issuing Bank, or Lender): (i) subjects any Lender or Issuing Bank (or its applicable Lending Office) to any tax, duty or other charge related to any Eurocurrency Loan, Reimbursement Obligation, or its obligation to advance or maintain Eurocurrency Loans or issue any Letter of Credit, or shall imposechange the basis of taxation of payments to any Lender or Issuing Bank (or its applicable Lending Office) of the principal of or interest on its Eurocurrency Loans, modify Letters of Credit or deem Reimbursement Obligation or any participations in any thereof, or any other amounts due under this Agreement related to its Eurocurrency Loans, Letters of Credit, Reimbursement Obligations or participations therein, or its obligation to make Eurocurrency Loans, issue Letters of Credit, or acquire participations therein (except for changes with respect to taxes that are not Indemnified Taxes pursuant to Section 3.3); or (ii) imposes, modifies or deems applicable any reserve 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 for any Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender or Issuing Bank (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable applicable Lending Office) or imposes on any Lender or Issuing Bank (or its obligation to issue Lending Office) or on the interbank market any other condition affecting its Eurocurrency Loans, Letters of Credit, any outstanding Reimbursement Obligations owed to it, or its participation in any thereof, or its obligation to advance or maintain Eurocurrency Loans, issue Letters of Credit or reimbursement claims participate 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, thereof; and the result of any of the foregoing is to increase the cost to such Lender or expense to the LC Issuer Issuing Bank (or its Applicable applicable Lending Office) of advancing or maintaining any Eurocurrency Loan, issuing or maintaining any a Letter of CreditCredit or participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender or Issuing Bank (or its Applicable applicable Lending Office) in connection therewith under this Agreement or under other Credit Document with respect theretoits Note, by an amount deemed by the LC Issuer such Lender or Issuing Bank to be material, then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by receipt of a certificate from such Lender or Issuing Bank (with a copy to the LC IssuerAdministrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Guarantor Company shall be obligated to pay (or cause the applicable Designated Borrower to the LC Issuer pay) to such Lender or Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Lender or Issuing Bank for such increased cost or reduction. (b) If the LC Issuer shall have determined thatIf, after the Effective Date (subject to clause (d) below)date hereof, the Administrative Agent, any Lender, the Swingline Lender or Issuing Bank shall have reasonably determined that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable law, rule or regulation regarding capital adequacy or liquidity requirementsrules heretofore adopted and issued by any governmental authority), or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Administrative Agent, any Lender, the Swingline Lender or Issuing Bank (or its applicable Lending Office) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or Swingline Lender’s capital, or on the capital of the LC Issuer (any corporation controlling such Lender, Issuing Bank or its Parent) Swingline Lender, as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (such Lender, Issuing Bank or its Parent) Swingline Lender could have achieved but for such adoption, change, request change or directive compliance (taking into consideration such Lender’s, Issuing Bank’s, Swingline Lender’s or its controlling corporation’s policies with respect to capital adequacy and liquidityin effect immediately before such adoption, change or compliance) by an amount reasonably deemed by the LC Issuer such Lender, Issuing Bank or Swingline Lender to be material, then then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by its receipt of a certificate from such Lender, Issuing Bank or Swingline Lender (with a copy to the LC IssuerAdministrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Guarantor Company shall pay (or cause the applicable Designated Borrower to the LC Issuer pay) to such Lender, Issuing Bank or Swingline Lender such additional amount or amounts as will compensate the LC Issuer (such Lender, Issuing Bank or its Parent) Swingline Lender for such reduction. Notwithstanding anything to reduction or the contrary in this Section 7.01, applicable Borrower may prepay all Eurocurrency Loans of such Lender or obtain the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor cancellation of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge all such Letters of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofCredit. (c) The LC Issuer Each of the Administrative Agent, the Lenders, the Swingline Lender and the Issuing Banks that determines to seek compensation or additional interest under this Section 8.3 or Section 2.15 shall give written notice to the Company and, in the case of a Lender, the Swingline Lender or a Issuing Bank other than the Administrative Agent, the Administrative Agent of the circumstances that entitle the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank to such compensation no later than ninety (90) days after the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event no Borrower shall have any obligation to pay any amount with respect to claims accruing prior to the ninetieth day preceding such written demand. Each of the Administrative Agent, the Lenders, the Swingline Lender and the Issuing Banks shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of a different Lending Office, if such action or designation will promptly notify not, in the Guarantor sole judgment of the Administrative Agent, such Lender, the Swingline Lender or such Issuing Bank made in good faith, be otherwise disadvantageous to it; provided that the foregoing shall not in any way affect the rights of any event Lender, the Swingline Lender or any Issuing Bank or the obligations of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to Borrowers under this Section 7.018.3 or Section 2.15. A certificate of the LC Issuer Administrative Agent, any Lender, the Swingline Lender or any Issuing Bank, as applicable, claiming compensation or additional interest under this Section 7.01 8.3 or Section 2.15, and setting forth the additional amount or amounts to be paid to it hereunder andand accompanied by a statement prepared by the Administrative Agent, such Lender, Swingline Lender or such Issuing Bank, as applicable, describing in reasonable detail, detail the LC Issuer’s computation of such amount or amounts, calculations thereof shall be conclusive in prima facie evidence of the absence of manifest errorcorrectness thereof. In determining such amount, such Lender, the LC Issuer Swingline Lender or such Issuing Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

Increased Cost and Reduced Return. (a1) 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 regulationLaw, 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 (or its Applicable Lending Office) any Lender 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 Lender to any tax, duty or other charge with respect to the LIBOR Loans, its Notes or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments of any Lender 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 imposed by the jurisdiction in which such Lender's principal executive office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposition 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 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 any Lender or on the LC Issuer (or interbank market any other condition affecting its Applicable Lending Office) LIBOR 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 LIBOR Loans; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) such Lender 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 (or its Applicable Lending Office) such Lender 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 fifteen (15) days after demand by such Lender (with a copy to the LC IssuerAgent), the Guarantor Borrowers shall be obligated 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 (computed commencing on the effective date of any event mentioned herein). Each Lender agrees to use its best efforts to give the Borrowers notice of the occurrence of any event mentioned herein. (b2) If any Lender shall determine that the LC Issuer shall have determined that, adoption after the Effective Date (subject to clause (d) below), the adoption date hereof of any applicable law, rule or regulation Law regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirementsexisting Law, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or any of its branches or any corporation controlling such Lender (or any of its branches or any corporation controlling such Lender) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender's or such corporation's capital, as the LC Issuer (or its Parent) case may be, as a consequence of the LC Issuer’s such Lender's obligations hereunder or for the credit which is the subject matter hereof to a level below that which the LC Issuer (such Lender or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender's or such corporation's policies with respect to liquidity and capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such lender to be material, then from time to time, within 15 fifteen (15) days after demand by the LC Issuersuch Lender, the Guarantor Borrowers shall pay to the LC Issuer Lender such additional amount or amounts reasonably determined by such Lender as will compensate such Lender for the LC Issuer (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).

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, any Change in Law: (i) shall subject the case of Lender (or its lending branch) to any Letter of Credit tax, duty or any other charge with respect to its SOFR Loans or the Note or its obligation to issuemake SOFR Loans, renew or extend any Letter shall change the basis of Credit, taxation of payments to the adoption Lender (or its lending branch) of any applicable law, rule the principal of or regulationinterest on its SOFR Loans, or any change in any applicable law, rule or regulation, other amounts due under this Agreement or any change other Loan Document in respect of its SOFR Loans or its obligation to make SOFR Loans (except for changes in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with rate of tax on the interpretation or administration thereof, or compliance by overall net income of the LC Issuer Lender (or its Applicable Lending Officelending branch) with any request imposed by the jurisdiction in which the Lender’s principal executive office or directive lending branch is located); or (whether or not having the force of lawii) 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, including any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement FRB) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer Lender (or its Applicable Lending Office), lending branch) or shall impose on the LC Issuer Lender (or its Applicable Lending Officelending branch) or on the interbank market any other condition affecting its SOFR Loans, the 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 thereto, make SOFR Loans; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer Lender (or its Applicable Lending Officelending branch) of issuing making or maintaining any Letter of CreditSOFR Loan, or to reduce the amount of any sum received or receivable by the LC Issuer Lender (or its Applicable Lending Officelending branch) under this Agreement or under any other Credit Loan Document with respect thereto, by an amount deemed by the LC Issuer Lender to be material, then, within 15 fifteen (15) days after demand receipt by the LC IssuerBorrower of the certificate to be furnished pursuant to Section 1.7(c), the Guarantor Borrower shall be obligated to pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer Lender for such increased cost costs incurred or reductionreduction suffered. (b) If If, after the LC Issuer date hereof, the Lender shall have determined that, after the Effective Date (subject to clause (d) below), the adoption of that any applicable law, rule or regulation regarding capital adequacy, or any change Change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, Law has or would have had the effect of reducing the rate of return on the Lender’s capital of the LC Issuer (or its Parent) as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (or its Parent) Lender could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its the Lender’s policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer Lender to be material, then from time to time, within 15 fifteen (15) days after demand receipt by the LC IssuerBorrower of the certificate to be furnished pursuant to Section 1.7(c), the Guarantor Borrower shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) Lender for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereofreduction suffered. (c) The LC Issuer will promptly notify the Guarantor of any event of which it has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation pursuant to this Section 7.01. A certificate of the LC Issuer Lender claiming compensation under this Section 7.01 1.7 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, and delivered to the LC Issuer’s computation of such amount or amounts, Borrower shall be conclusive in the absence of absent manifest error. In determining such amount, the LC Issuer may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer The Borrower shall not demand compensation be required to compensate the Lender pursuant to this Section 7.01 as a result of 1.7 for any increased cost costs incurred or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers reductions suffered more than one hundred eighty (180) days prior to the extent that, with respect to date that the Lender delivers such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)certificate.

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. (b) If the LC Issuer any Lender shall have determined that, after the Effective Date (subject to clause (d) below)date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable such law, rule or regulation regarding capital adequacy or liquidity requirementsregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the LC Issuer such Lender (or its Parent) as a consequence of the LC Issuer’s such Lender's obligations hereunder to a level below that which the LC Issuer such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer such Lender to be material, then from time to time, 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 (subject to subsection (d) of this Section) compensate the LC Issuer such Lender (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The Each Lender and the LC Issuer Issuing Bank will promptly notify the Guarantor Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or the LC Issuer Issuing Bank to compensation pursuant to this Section 7.01and will designate a different Domestic Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or the LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or the LC Issuer Issuing Bank claiming compensation under this Section 7.01 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and, in reasonable detail, and the LC Issuer’s computation method of such amount or amounts, calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or the LC Issuer Issuing Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein No Lender shall be entitled to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand claim compensation pursuant to this Section 7.01 for (i) Taxes or Other Taxes (as a result of such terms are defined in Section 8.04) or (ii) any increased cost or reduced return resulting from Basel III reduction incurred or accrued more than 90 days before such Lender first notifies the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice Borrower of the LC Issuer to demand change in law or other circumstance on which such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers)claim is based.

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 (or Lender, including the Lender in its Applicable Lending Office) capacity as the issuer of Letters of Credit, with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency: (i) subjects the Lender to any tax, duty or other charge related to any Loan, Letter of Credit or Reimbursement Obligation, or its obligation to advance or maintain Loans or to issue or maintain Letters of Credit, or shall imposechange the basis of taxation of payments to the Lender of the principal of or interest on its Loans, modify any Reimbursement Obligations or deem any other amounts due under this Agreement related to its Loans, Letters of Credit or Reimbursement Obligations, or its obligation to advance or maintain Loans or issue or maintain Letters of Credit (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal executive office); or (ii) imposes, modifies or deems applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), 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 imposes on the LC Issuer (Lender or on the interbank market any other condition affecting its Applicable Lending Office) Loans, Letters of Credit or Reimbursement Obligations, or its obligation to advance or maintain Loans or to issue or maintain 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 (Lender of advancing or its Applicable Lending Office) of maintaining any Loan, issuing or maintaining Letters of Credit or maintaining any Letter of Credit, Reimbursement Obligations or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) Lender in connection therewith under this Agreement or under other Credit Document with respect theretoits Note, by an amount deemed by the LC Issuer Lender to be material, then, within 15 ten (10) days after demand in reasonable detail by the LC IssuerLender, the Guarantor Borrower shall be obligated to pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer Lender for such increased cost or reduction. (b) If If, after the LC Issuer date hereof, the Lender shall have determined that, that the adoption after the Effective Date (subject to clause (d) below), the adoption date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) or of the Office of the Comptroller of txx Xxxxxxxx (00 XXX Xxxx 0, Appendix A), or in any other applicable law, rule or regulation regarding capital adequacy or liquidity requirementsrules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender's capital, or on the capital of any corporation controlling the LC Issuer (or its Parent) Lender, as a consequence of the LC Issuer’s its obligations hereunder to a level below that which the LC Issuer (or its Parent) Lender could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its the Lender's policies with respect to capital adequacy and liquidityadequacy) by an amount deemed by the LC Issuer Lender to be material, then from time to time, within 15 ten (10) days after demand in reasonable detail 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 (or its Parent) Lender for such reduction. Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) The LC Issuer will promptly If the Lender determines to seek compensation under this Section 8.3, it shall notify the Guarantor Borrower of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle the LC Issuer Lender to compensation pursuant to this Section 7.01such compensation. A certificate of the LC Issuer Lender claiming compensation under this Section 7.01 8.3 and setting forth such circumstances in reasonable detail and the calculation of the additional amount or amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, the LC Issuer Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 7.01, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the LC Issuer for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of the LC Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer has the right to do so under its credit facilities with similarly situated borrowers).