Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. (a) If any new law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) any other condition affecting its Loans or its Commitment; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement by an amount deemed by such Bank to be material, then, upon demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If after (x) the date hereof, in the case of any new Committed Loan or any obligation to make, Continue or Convert Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any taxagency, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, any Note that relates to Fixed Rate Loans or its Commitment; obligation to make, Continue or Convert into Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, maintaining, Continuing or maintaining Converting into any Loan to any BorrowerFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under any Note that relates to Fixed Rate Loans, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall agrees to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reductionreduction which arise out of its Loans or any Notes. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower agrees to pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for the portion of such reduction attributable to its Loans or any Notes. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 8.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after the Effective Date, the adoption of any new applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) or any Revolving Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office) Credit Party or shall impose on any Bank (Credit Party or its Lending Office) on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, or its obligation to make Euro-Dollar Loans or its Commitment; to issue Revolving Letters of Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) Credit Party of making or maintaining any Euro-Dollar Loan to or issuing any BorrowerRevolving Letter of Credit or participating therein, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Bank Credit Party to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof Credit Party (with a copy to the Operations Agent), such the Borrower shall pay to such Bank Credit Party such additional amount or amounts as will compensate such Bank Credit Party for such increased cost or reduction. (b) If any Credit Party shall have determined that, after the Effective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Credit Party (or its Parent) as a consequence of such Credit Party’s obligations hereunder to a level below that which such Credit Party (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Credit Party to be material, then from time to time, within 15 days after demand by such Credit Party (with a copy to the Agent), the Borrower shall pay to such Credit Party such additional amount or amounts as will compensate such Credit Party (or its Parent) for such reduction. (c) Each Credit Party will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the Effective Date, which will entitle such Credit Party to compensation pursuant to this Section 8.03(c) 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 Credit Party, be otherwise disadvantageous to such Credit Party. A certificate of any Credit Party claiming compensation under this Section 8.03(c) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank Party may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new law, rule or regulation, or any change a Change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) Law shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans or its Commitment; obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such Borrower the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that a Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such Change in Law, by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) If after the date of this Agreement, a Change in Law shall subject any Bank to any Taxes (other than Taxes imposed on or with respect to any payment made by or on account of the Company hereunder or under any Loan, Other Taxes and Taxes described in clauses (i) through (v) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations hereunder, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Bank of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise), then the Company will pay to such Bank such additional amount or amounts as will compensate such Bank for such additional costs incurred or reduction suffered. (d) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing subsections of this Section 8.03, the Company shall only be obligated to compensate any Bank for any amount (x) if such Bank is generally seeking similar compensation from its other similarly situated borrowers and (y) arising or accruing during (i) any time or period commencing not more than 90 days prior to the date on which such Bank notifies the Administrative Agent and the Company that it proposes to demand such compensation and identifies to the Administrative Agent and the Company the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which, because of the retroactive application of such statute, regulation or other such basis, such Bank did not know that such amount would arise or accrue.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Loan or any other amounts due under this Agreement in respect of its Euro-Dollar Loan or its Commitment, in each case obligation to make a Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans any Euro-Dollar Loan, the Note or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Loans any Euro-Dollar Loan or any other amounts due under this Agreement in respect of any Euro-Dollar Loan or its Commitment, in each case obligation to make a Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the 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, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank the Bank; or (or its Lending Officeiii) or shall impose on any the Bank (or its Lending Office) on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans any Euro-Dollar Loan, the Note or its Commitmentobligation to make a Euro-Dollar Loan; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank’s capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) [Intentionally Omitted].

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro‑Dollar Loans, its Note or its Commitmentobligation to make Euro‑Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro‑Dollar Loans or any other amounts due under this Agreement in respect of its Euro‑Dollar Loans or its Commitment, in each case obligation to make Euro‑Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro‑Dollar Loan any such requirement included in an applicable Euro‑Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro‑Dollar Loans, its Note or its Commitmentobligation to make Euro‑Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro‑Dollar Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise materially disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee (unless the date of any such assignment or transfer, a condition listed under Section 8.02 or 8.03 existed with respect to any such Participant, Assignee or other Transferee), and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Advance, its Notes or its Commitmentobligation to make a Euro-Dollar Advance, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Advance or any other amounts due under this Agreement in respect of its Euro-Dollar Advance or its Commitment, in each case obligation to make a Euro-Dollar Advance (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Advance, its Notes or its Commitmentobligation to make a Euro-Dollar Advance; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Advance, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Bank, in its reasonable discretion, to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office or the bank holding company of which such Bank is a Subsidiary) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank’s (or such bank holding company’s) capital as a consequence of its obligations hereunder to a level below that which such Bank (or such bank holding company) could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s (or such bank holding company’s) policies with respect to capital adequacy) by an amount deemed by such Bank, to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or such bank holding company) for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 12.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, the Note or its Commitmentobligation to make or maintain Euro-Dollar Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make or maintain Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make or maintain Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations under this Agreement with respect to any Advance to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section shall be applicable with respect to any Participant in, or Assignee or other Transferee of, the obligations of the Borrower hereunder to the Bank, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote, in the case of any new Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any taxagency, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard (but excluding with respect to any Euro-Dollar Loan any such requirement to the extent reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting such Bank’s Euro-Dollar Loans, its Loans Note, or its Commitment; obligation to make Euro-Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under its Note with respect to such Euro-Dollar Loans, by an amount deemed by such Bank to be materialmaterial (excluding any amounts already reflected in any Mandatory Costs), then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (b) If any Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date 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 Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which 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) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such increased cost reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reductionreduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) If at any time, any Bank shall be owed amounts pursuant to this Section 8.3, the Borrower shall have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and all amounts due such Bank hereunder (including, without limitation, interest, Facility Fees, Letter of Credit Fees and all amounts payable pursuant to Section 2.13 and this Section 8.3), and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest thereon, Facility Fees, Letter of Credit Fees and all other amounts due such Bank hereunder (including, without limitation, amounts payable pursuant to

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement which is compensated by the payment of additional interest pursuant to the last paragraph of this Section 8.03(a), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (ii) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans Fixed Rate Loans, its Syndicated Loan Notes or its CommitmentMoney Market Loan Notes or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerSyndicated Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Syndicated Loan Notes or Money Market Loan Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction, but in no event shall the Borrower be liable for amounts incurred more than 90 days prior to receipt of such demand.

Increased Cost and Reduced Return. (a) If If, on or after the date hereof, the adoption of any new applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation 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 (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) of any such authority, central bank or comparable agency in connection therewithagency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Eurodollar Loans, its Notes, or its Commitmentobligation to make Eurodollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans Eurodollar Loans, or any other amounts due under this Agreement in respect of its Eurodollar Loans, or its Commitment, in each case obligation to make Eurodollar Loans (except for any tax on, or changes in the rate of tax on the overall net income or profits of such Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, 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, any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) or on the interbank market any other condition affecting its Loans Eurodollar Loans, its Notes, or its Commitmentobligation to make Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEurodollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within fifteen (15) days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such Borrower shall be obligated to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by Borrower to such Bank hereunder, such Bank shall refund such amount or amounts to Borrower without interest. (b) If, after the date hereof, any Bank or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable capital rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the applicable jurisdiction) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank’s capital, or on the capital of any corporation controlling such Bank, as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank that determines to seek compensation under this Section 9.3 shall notify Borrower and the Administrative Agent of the circumstances that entitle the Bank to such compensation pursuant to this Section 9.3 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder submitted to Borrower and the Administrative Agent by such Bank in good faith shall be prima facie evidence of the amount of such compensation. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new law, rule or regulationthe adoption of, or any change in, any Law, or in the interpretation or administration of any applicable lawinterpretation, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation application or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithother Governmental Authority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge of any kind whatsoever with respect to its Loans this Agreement, any Note, any Letter of Credit, any Application or any LIBOR Loan made by it, or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, obligations in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; orrespect to (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or other liabilities of or for the account of, advances, loans or other extensions of credit extended by, or other acquisition of funds by, any Bank (or its Lending Office), which is not otherwise included in the determination of the Adjusted London Interbank Offered Rate; or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans this Agreement, any Note, any Letter of Credit, any Application or any LIBOR Loan, or its Commitmentobligations in respect to any of the foregoing; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making making, converting into, continuing or maintaining any LIBOR Loan to or issuing or participating in any BorrowerLetter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement by an amount deemed by such Bank or under its Notes with respect thereto, then subject to be materialSECTION 10.8, then, upon within 5 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall shall, without limiting the effect of any other applicable provision hereof (but without duplication) pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost costs or reductionreduction of amount receivable, but only to extent of the actual amount of such increased costs or reduction of amount receivable. (b) If the adoption of, or any change in, any Law regarding capital adequacy or risk-based capital guidelines or requirements, or in the interpretation, application or administration thereof or compliance by any Bank (or its Lending Office, or its or any of their Affiliates) with any request or directive regarding capital adequacy or risk-based capital guidelines or requirements (whether or not having the force of law) of any central bank or other Governmental Authority, does or shall, in the reasonable determination of such Bank, have the effect of reducing the rate of return on such Bank's (or its Lending Office, or its or their Affiliates) capital or assets as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Bank (or its Lending Office, or its or their Affiliates) could have achieved but for such adoption, change or compliance (taking into consideration such Bank's (or its Lending Office, or its or their Affiliates) policies with respect to capital adequacy or risk-based capital guidelines or requirements), then from time to time, within 5 days after demand by such Bank (with a copy to the Agent), subject to Section 10.8, Borrower shall, without limiting the effect of the foregoing provisions of this Section 9.3 (but without (c) Each Bank will promptly notify Borrower and the Agent of any event of which it has knowledge which will entitle such Bank to compensation pursuant to this Section 9.3. A certificate of any Bank claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it, as well as the manner in which such amount or amounts were calculated, hereunder shall be conclusive and binding on Borrower in the absence of manifest error. In determining such amount, such Bank may use, among others, any reasonable averaging and attribution methods. (d) If Borrower pays any Bank compensation under this Section 9.3 and thereafter such Bank receives a refund of amounts under this Section 9.3 with respect to which such compensation was paid by Borrower, such Bank shall refund to Borrower the amount of such compensation to the extent of such refund so received by such Bank. (e) The rights and benefits of the Banks under this Section 9.3 shall also apply to the Issuing Bank in its capacity as such.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Fixed Rate Loans, its Notes or its Commitmentobligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its Commitment, in each case obligation to make Fixed Rate Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding (A) with respect to any Syndicated Foreign Currency Loan any such requirement included in an applicable Adjusted IBOR Rate and (B) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London or other relevant interbank market any other condition affecting its Loans Fixed Rate Loans, its Notes or its Commitmentobligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Parent and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee and shall constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any new applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Loans Euro-Dollar Loans, its Note or its Commitment; obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a). (b) If any Bank shall have determined that, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency given or made after the date of this Agreement, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Bank first notifies the Borrower of its intention to demand compensation under this Section 8.03(b). (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 10.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote, in the case of any new Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any taxagency, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard (but excluding with respect to any Euro-Dollar Loan any such requirement to the extent reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting such Bank’s Euro-Dollar Loans, its Loans Note, or its Commitment; obligation to make Euro-Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under its Note with respect to such Euro-Dollar Loans, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (b) If any Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date 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 Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which 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) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such increased cost reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reductionreduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) If at any time, any Bank shall be owed amounts pursuant to this Section 8.3, the Borrower shall have the right, upon five (5) Domestic Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and all amounts due such Bank hereunder (including, without limitation, interest, Facility Fees, Letter of Credit Fees and all amounts payable pursuant to Section 2.13 and this Section 8.3), and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest thereon, Facility Fees, Letter of Credit Fees and all other amounts due such Bank hereunder (including, without limitation, amounts payable pursuant to Section 2.13 and this Section 8.3), upon which event, such Bank’s Commitment shall be deemed to be cancelled pursuant to Section 2.11(e). Any Bank subject to this Section 8.3(d) shall retain the benefits of Sections 2.16(f), 2.16(g), 8.3, 8.4 and 9.3 for the period prior to such purchase or cancellation.

Increased Cost and Reduced Return. (a1) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i1) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s 's principal executive office or Lending Office is located); or (ii2) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (3) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (2) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (3) Each Bank shall notify the Borrower of any event occurring after the date of this Agreement entitling such Bank to compensation under this Section as promptly as practicable, but in any event within 45 days, after the officer of such Bank responsible for the business relationship of the Bank with the Borrower obtains actual knowledge thereof; provided

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any new applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (the term “Bank” shall include, for purposes of this Section 8.03, the holding company of any Bank) (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Loans Euro-Dollar Loans, its Note or its Commitment; obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such each Borrower shall pay to such Bank its Appropriate Share of such additional amount or amounts as will compensate such Bank 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 Bank first notifies the Borrowers of its intention to demand compensation therefor under this Section 8.03(a). (b) If any Bank shall have determined that, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency given or made after the date of this Agreement, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), each Borrower shall pay to such Bank its Appropriate Share of such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Bank first notifies the Borrowers of its intention to demand compensation under this Section 8.03(b). (c) Each Bank will promptly notify the Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The “Appropriate Share” of a Borrower with respect to any amount payable hereunder is the sum of (i) to the extent such amount is properly allocable to Loans outstanding hereunder, the portion of such amount properly allocable to the Loans outstanding to or for the account of such Borrower, and (ii) to the extent such amount is not properly allocable to Loans outstanding hereunder, the Appropriate Share shall be the product of the Availability Percentage of such Borrower and such amount.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; - 44 - and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise materially disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee (unless the date of any such assignment or transfer, a condition listed under Section 8.02 or 8.03 existed with respect to any such Participant, Assignee or other Transferee), and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the --------------------------------- date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of Bank, the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise materially disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any Participant, Assignee or other Transferee (unless the date of any such assignment or transfer, a condition listed under Section 7.02 or 7.03 existed with respect to any such Participant, Assignee or other Transferee), and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (ai) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank the Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i1) shall subject any Bank the Lender (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, this Agreement, the Note or its Commitmentthe Lender's obligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank the Lender (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement or the Note in respect of its Commitment, in each case Euro-Dollar Loans or its obligation to make or maintain Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank the Lender or its Lending Office imposed by the jurisdiction in which such Bank’s Lender's principal executive office or Lending Office is located); or (ii2) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which the Lender is entitled to compensation during the relevant Interest Period under paragraph 2.8 against assets of, deposits with or for the account of, or credit extended by, any Bank the Lender (or its Lending Office); or (3) shall impose on the Lender (or its Lending Office) or shall impose on any Bank (the United States market for certificates of deposit or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, this Note, or its Commitmentthe Lender's obligation to make or maintain Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank the Lender (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank the Lender (or its Lending Office) from any Borrower under this Agreement Note with respect thereto, by an amount deemed by such Bank the Lender to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Lender, the Operations Agent), such Borrower shall pay to such Bank the Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. (ii) If after the date hereof, the Lender shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change in the interpretation or administration thereof, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Lender's capital as a consequence of its obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then, from time to time within ten (10) 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 reduction. (iii) The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lender, be otherwise disadvantageous to the Lender. A certificate of the Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement which is compensated by the payment of additional interest pursuant to the last paragraph of this Section 8.03(a), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (ii) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans Fixed Rate Loans, its Syndicated Loan Notes or its CommitmentMoney Market Loan Notes or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerSyndicated Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Syndicated Loan Notes or Money Market Loan Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction, but in no event shall the Borrower be liable for amounts incurred more than 90 days prior to receipt of such demand. In addition, if at any time a Euro-Dollar Reserve Percentage greater than 0% is imposed on any Bank, the Borrower shall pay to such Bank additional interest on the unpaid principal amount of the Euro-Dollar Loans of such Bank until such principal amount is paid in full at an interest rate per annum equal at all times to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable London Interbank Offered Rate for such Euro-Dollar Loan for such Interest Period by (ii) 1.00 minus the Euro-Dollar Reserve Percentage, payable on each date on which interest is payable on such Euro-Dollar Loan. Such additional interest, if any, shall be determined by such Bank and notified to the Borrower through the Administrative Agent. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction, but in no event shall the Borrower be liable for amounts incurred more than 90 days prior to receipt of such demand. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any new Term Loan or any obligation to make Term Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Term Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Term Loans, its Notes or its Commitment; obligation to make Euro-Dollar Term Loans and the result of any of the foregoing is to increase the cost or expense to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Loan to any BorrowerEuro-Dollar Term Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under other Credit Document with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such Borrower the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the 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 such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, such Bank’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, the Notes or its Commitmentobligation to make or maintain Euro-Dollar Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make or maintain Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make or maintain Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Notes with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations under this Agreement with respect to any Advance to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) 62 against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. Notice by any Bank hereunder will be deemed to have been delivered promptly if given within 45 days after such Bank shall have determined it is entitled to compensation as a result of the occurrence of any such event. The Borrower shall not be liable for compensation pursuant to this Section for which prompt notice has not been given. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect 63 to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee. (e) In the event that any Bank gives any notice under Section 8.02 resulting in the suspension of its obligation to make Euro-Dollar Loans or requests compensation pursuant to Section 8.03, then, so long as the condition giving rise to such suspension or compensation exists, the Borrower may designate another bank or financial institution (such bank or financial institution being herein called a "Replacement Bank") reasonably acceptable to the Agent and which is not an Affiliate of the Borrower, to assume such Bank's Commitment hereunder and to purchase the Loans of such Bank and such Bank's rights under this Agreement and the Notes held by such Bank, all without recourse to or representation or warranty by, or expense to, such Bank, for a purchase price equal to the outstanding principal amount of the Loans payable to such Bank plus any accrued but unpaid interest on such Loans and accrued but unpaid fees owing to such Bank plus any amounts payable to such Bank under Section 8.05, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Agent by the Replacement Bank of documentation satisfactory to the Agent (pursuant to which such Replacement Bank shall assume the obligations of such original Bank under this Agreement), the Replacement Bank shall succeed to the rights and obligations of such Bank hereunder. In the event that the Borrower exercises its rights under the preceding sentence, the Bank against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder; provided that the obligations of the Borrower to such Bank under Article VIII and Section 9.03 with respect to events occurring or obligations arising before or as a result of such replacement shall survive such exercise.

Increased Cost and Reduced Return. (a) If any new lawafter the --------------------------------- date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of Bank, the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise materially disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any Participant, Assignee or other Transferee (unless the date of any such assignment or transfer, a condition listed under Section 7.02 or 7.03 existed with respect to any such Participant, Assignee or other Transferee), and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Loan or any other amounts due under this Agreement in respect of its Euro-Dollar Loan or its Commitment, in each case obligation to make a Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Bank, in its reasonable discretion, to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such increased cost or reduction; provided that the Borrower shall not be obligated to reimburse any Bank for such increase or reduction for any period ninety (90) days prior to such Bank providing notice if such Bank was aware of the circumstances that existed which would cause such additional amounts during such period. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank, in its reasonable discretion, to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such reduction; provided that the Borrower shall not be obligated to reimburse any Bank for such increase or reduction for any period ninety (90) days prior to such Bank providing notice if such Bank was aware of the circumstances that existed which would cause such additional amounts during such period. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section (subject to the provisos in this Section) and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods; provided that such determinations are made in good faith and in the same manner as such Bank makes such determinations for its other borrowers who are similarly situated. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by the Issuing Bank or any Bank (or its the Issuing Bank's or any Bank's Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special depositbut excluding, insurance assessment or similar with respect to any Letter of Credit, any Eurocurrency Loan, 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 Issuing Bank or any Bank (or its the Issuing Bank's or any Bank's Lending Office); or (ii) shall impose on the Issuing Bank or any Bank (or the Issuing Bank's or any Bank's Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Eurocurrency Loans, its Notes or its Commitmentobligation to make Eurocurrency Loans, any Letter of Credit or its participation therein; and the result of any of the foregoing is to increase the cost to such Issuing Bank or Bank (or its such Issuing Bank's or Bank's Lending Office) of making or maintaining any Loan to any Borroweror Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Issuing Bank or Bank to be material, then, upon within fifteen (15) days after written demand by such Issuing Bank and delivery to such Borrower of the certificate required by clause (c) hereof or Bank (with a copy to the Operations Administrative Agent)) specifying in reasonable detail such Issuing Bank's or Bank's calculations as to the amount owed to such Issuing Bank or Bank, such the Borrower shall pay to such Issuing Bank or Bank such additional amount or amounts as will compensate such Issuing Bank or Bank for such increased cost or reduction, provided that the Borrower shall not be obligated to pay such amount which is attributable to any period of time occurring more than one hundred eighty (180) days prior to the date of receipt by the Borrower of such demand. (b) If any Issuing Bank or Bank shall have determined that after the date hereof the adoption of any Applicable Law regarding capital adequacy, or any change in any existing or future Applicable Law, or any change in the interpretation or administration thereof, or compliance by the Issuing Bank or any Bank (or the Issuing Bank's or any Bank's Lending Office or the bank holding company of which such Issuing Bank or Bank is a subsidiary) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority, has or would have the effect of reducing the rate of return on such Issuing Bank or Bank's (or such bank holding company's) capital as a consequence of its obligations hereunder to a level below that which such Issuing Bank or Bank (or such bank holding company) could have achieved but for such adoption, change or compliance (taking into consideration such Issuing Bank or Bank's (or such bank holding company's) policies with respect to capital adequacy) by an amount deemed by such Issuing Bank or Bank to be material, then from time to time, within fifteen (15) days after written demand by such Issuing Bank or Bank specifying in reasonable detail such Issuing Bank or Bank's calculations as to the amount owed to such Issuing Bank or Bank, the Borrower shall pay to such Issuing Bank or Bank such additional amount or amounts as will compensate such Issuing Bank or Bank for such reduction, provided that the Borrower shall not be obligated to pay any such amount which is attributable to any period of time occurring more than one hundred eight (180) days prior to the date of receipt by the Borrower of such demand. (c) The Issuing Bank and each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Issuing Bank or Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Issuing Bank or Bank, be otherwise disadvantageous to such Issuing Bank or Bank. A certificate of the Issuing Bank or any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Issuing Bank or Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loan, its Note or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Loan or any other amounts due under this Agreement in respect of its Euro-Dollar Loan or its Commitment, in each case obligation to make the Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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, insurance assessment or similar but excluding with respect to the Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any the Bank (or its Lending Office) or on the London interbank market any other condition affecting the Euro-Dollar Loan, its Loans Note or its Commitmentobligation to make Euro-Dollar Loan; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any participant, assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such participant, assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new law, rule or regulationthe adoption of, or any change in, any Law, or in the interpretation or administration of any applicable lawinterpretation, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation application or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithother Governmental Authority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge of any kind whatsoever with respect to its Loans this Agreement, any Note, any Letter of Credit, any Application or any LIBOR Loan made by it, or its Commitmentobligations in respect to any of the foregoing, or shall change the basis of taxation of payments to any such Bank (or its Lending Office) in respect to any amounts due to it in respect to any of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case foregoing (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is locatedany jurisdiction); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or other liabilities of or for the account of, advances, loans or other extensions of credit extended by, or other acquisition of funds by, any Bank (or its Lending Office), which is not otherwise included in the determination of the Adjusted London Interbank Offered Rate; or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans this Agreement, any Note, any Letter of Credit, any Application or any LIBOR Loan, or its Commitmentobligations in respect to any of the foregoing; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making making, converting into, continuing or maintaining any LIBOR Loan to or issuing or participating in any BorrowerLetter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement by an amount deemed by such Bank or under its Notes with respect thereto, then subject to be materialSection 10.8, then, upon within 5 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall shall, without limiting the effect of any other applicable provision hereof (but without duplication) pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost costs ir reduction of amount receivable, but only to the extent of the actual amount of such increased costs or reduction of amount received. (b) If the adoption of, or any change in, any Law regarding capital adequacy or risk-based capital guidelines or requirements, or in the interpretation, application or administration thereof or compliance by any Bank (or its Lending Office, or its or any of their Affiliates) with any request or directive regarding capital adequacy or risk-based capital guidelines or requirements (whether or not having the force of law) of any central bank or other Governmental Authority, does or shall, in the reasonable determination of such Bank, have the effect of reducing the rate of return on such Bank's (or its Lending Office, or its or their Affiliates) capital or assets as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Bank (or its Lending Office, or its or their Affiliates) could have achieved but for such adoption, change or compliance (taking into consideration such Bank's (or its Lending Office, or its or their Affiliates) policies with respect to capital adequacy or risk-based capital guidelines or requirements), then from time to time, within 5 days after demand by such Bank (with a copy to the Agent), subject to Section 10.8, Borrower shall, without limiting the effect of the foregoing provisions of this Section 9.3 (but without duplication), pay to such Bank such additional amount or amounts as will compensate such Bank for the amount of such reduction, but only to the actual amount of such reduction. (c) Each Bank will promptly notify Borrower and the Agent of any event of which it has knowledge which will entitle such Bank to compensation pursuant to this Section 9.3. A certificate of any Bank claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it, as well as the manner in which such amount or amounts were calculated, hereunder shall be conclusive and binding on Borrower in the absence of manifest error. In determining such amount, such Bank may use, among others, any reasonable averaging and attribution methods. (d) If Borrower pays any Bank compensation under this Section 9.3 and thereafter such Bank receives a refund of amounts under this Section 9.3 with respect to which such compensation was paid by Borrower, such Bank shall refund to Borrower the amount of such compensation to the extent of such refund so received by such Bank. (e) The rights and benefits of the Banks under this Section 9.3 shall also apply to the Issuing Bank in its capacity as such.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Loan or any other amounts due under this Agreement in respect of its Euro-Dollar Loan or its Commitment, in each case obligation to make a Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Bank, in its reasonable discretion, to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such Borrower the Company shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank, in its reasonable discretion, to be material, then from time to time, within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such reduction. (c) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section as promptly as practicable, but in any event within 90 days, after the Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall with respect to compensation payable pursuant to this Section in respect of any costs resulting from such event, only be entitled to payment under this Section for costs incurred from and after the date 90 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee that is a Bank party to this Agreement (including, without limitation, any Bank that purchases a participation pursuant to Sections 2.02, 2.03 or 9.04), and any calculations required by such provisions shall be made based upon the circumstances of (i) such Assignee or Participant, if such Participant is also a Bank hereunder, or (ii) in the case of a Participant that is not also a Bank hereunder, the transferor Bank with respect to such participation sold to such Participant.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, the Note or its Commitmentobligation to maintain Euro-Dollar Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the 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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, the Note or its Commitmentobligation to maintain Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reductionreduction which accrued within 90 days immediately prior to such notice. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank’s capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction which accrued or occurred within 90 days immediately prior to such notice. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the Restatement Effective Date, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans any Euro-Dollar Loan, the Note or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Loans any Euro-Dollar Loan or any other amounts due under this Agreement in respect of any Euro-Dollar Loan or its Commitment, in each case obligation to make a Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the 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, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank the Bank; or (or its Lending Officeiii) or shall impose on any the Bank (or its Lending Office) on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans any Euro-Dollar Loan, the Note or its Commitmentobligation to make a Euro-Dollar Loan; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the Restatement Effective Date the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank’s capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the Restatement Effective Date, which will entitle the Bank to compensation pursuant to this Section. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) [Intentionally Omitted].

Increased Cost and Reduced Return. (a) If after the date hereof, the adoption of any new applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithagency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank’s 's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement System against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (the United States market for certificates of deposit or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan to or making any BorrowerConversion (other than changing Euro-Dollar Loans into Base Rate Loans), or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, upon demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.within 15 days

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any new Term Loan or any obligation to make Term Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Board, but excluding with respect to any Euro-Dollar Term Loan any such requirement included in an applicable Euro-Dollar Reserve SystemPercentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or (except any Tax), shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Term Loans, its Notes or its Commitment; obligation to make Euro-Dollar Term Loans, or shall subject any Bank (or its Applicable Lending Office) to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Loan to any BorrowerEuro-Dollar Term Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under other Credit Document with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such Borrower the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the 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 such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which 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 liquidity) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 8.03, the Company shall not be required to compensate a Bank pursuant to Section 8.03(a) or (b) for any amounts incurred more than 270 days prior to the date that such Bank notifies the Company of such Bank’s intention to claim compensation therefor, to the extent such Bank had knowledge of the circumstances giving rise to such claim for compensation and its 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) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 8.03. A certificate of any Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, such Bank’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section 8.03, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that no Bank shall demand compensation pursuant to this Section 8.03 as a result of increased cost or reduced return resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of such Bank to demand such compensation from similarly situated borrowers (to the extent that, with respect to such increased cost or reduced return, such Bank has the right to do so under its credit facilities with similarly situated borrowers).

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.3 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made, subject to the terms and conditions of Section 9.7(e), based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new law, rule or regulationthe adoption of, or any change in, any Law, or in the interpretation or administration of any applicable lawinterpretation, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation application or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithother Governmental Authority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge of any kind whatsoever with respect to its Loans this Agreement, any Note, any Letter of Credit, any Application, or any LIBOR Loan made by it, or its Commitmentobligations in respect to any of the foregoing, or shall change the basis of taxation of payments to any such Bank (or its Lending Office) in respect to any amounts due to it in respect to any of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case foregoing (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is locatedany jurisdiction); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or other liabilities of or for the account of, advances, loans or other extensions of credit extended by, or other acquisition of funds by, any Bank (or its Lending Office), which is not otherwise included in the determination of the Adjusted London Interbank Offered Rate; or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans this Agreement, any Note, any Letter of Credit, any Application or any LIBOR Loan, or its Commitmentobligations in respect to any of the foregoing; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making making, converting into, continuing or maintaining any LIBOR Loan to or issuing or participating in any BorrowerLetter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement by an amount deemed by such Bank or under its Notes with respect thereto, then subject to be materialSection 10.8, then, upon within 5 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall shall, without limiting the effect of any other applicable provision hereof (but without duplication) pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost costs or reductionreduction of amount receivable. (b) If the adoption of, or any change in, any Law regarding capital adequacy or risk-based capital guidelines or requirements after the Closing Date, regardless of the effective date of such adoption or change, or in the interpretation, application or administration thereof or compliance by any Bank (or its Lending Office, or its or any of their Affiliates) with any request or directive regarding capital adequacy or risk-based capital guidelines or requirements (whether or not having the force of law) of any central bank or other Governmental Authority, does or shall, in the reasonable determination of such Bank, have the effect of reducing the rate of return on such Bank's (or its Lending Office, or its or their Affiliates) capital or assets as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit to a level below that which such Bank (or its Lending Office, or its or their Affiliates) could have achieved but for such adoption, change or compliance (taking into consideration such Bank's (or its Lending Office, or its or their Affiliates) policies with respect to capital adequacy or risk-based capital guidelines or requirements), then from time to time, within 5 days after demand by such Bank (with a copy to the Agent), subject to Section

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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 depositbut excluding, insurance assessment or similar with respect to any Euro-Dollar Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within fifteen (15) days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any Applicable Law regarding capital adequacy, or any change in any existing or future Applicable Law, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) shall impose on Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent)Bank, such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on Bank's capital as a consequence of its obligations hereunder to a level below that which Bank could have achieved but for such adoption, change or compliance (taking into consideration Bank's policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, within 15 days after demand by Bank, Borrower shall pay to Bank such additional amount or amounts as will compensate Bank for such reduction. (c) Bank will promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Bank, be otherwise disadvantageous to Bank. A certificate of Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this paragraph for any amounts incurred more than 3 months prior to the date such Bank notifies the Borrower of such Bank's intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such 3 month period shall be extended to include the period of such retroactive effect. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this paragraph for any amounts incurred more than 3 months prior to the date such Bank notifies the Borrower of such Bank's intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such 3 month period shall be extended to include the period of such retroactive effect. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any new applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithagency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, increase in franchise taxes imposed or changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank’s 's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan, any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank or LC Issuer shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank or LC Issuer (or its Parent) as a consequence of such Bank's or LC Issuer's obligations hereunder to a level below that which such Bank or LC Issuer (or its Parent) could have achieved but for such law, rule, regulation, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or LC Issuer to be material, then from time to time, within 15 days after demand by such Bank or LC Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Bank or LC Issuer such additional amount or amounts as will compensate such Bank or LC Issuer (or its Parent) for such reduction; provided that the Borrower will not be obligated to compensate any Bank or LC Issuer for any such reduction attributable to a period commencing more than 120 days prior to the giving of notice by such Bank or LC Issuer to the Borrower of its intention to seek compensation under this paragraph (b) and the making of demand by such Bank or LC Issuer for payment thereof in accordance herewith (except for any period during which, because of the retroactive application of such statute, regulation or other basis upon which the claimed compensation is based, such Bank or LC Issuer did not know that the amount of such reduction would arise or accrue). (c) Each Bank or LC Issuer will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank or LC Issuer to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank or LC Issuer, be otherwise disadvantageous to such Bank or LC Issuer. A certificate of any Bank or LC Issuer claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank or LC Issuer may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (aA) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Advances, its Notes or its Commitmentobligation to make a Euro-Dollar Advance, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Advances or any other amounts due under this Agreement in respect of its Euro-Dollar Advances or its Commitment, in each case obligation to make a Euro-Dollar Advance (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Advances, its Notes or its Commitmentobligation to make a Euro-Dollar Advance; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Advance, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Bank, in its reasonable discretion, to be material, then, upon within 15 Domestic Business Days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such Borrower the Borrowers shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such increased cost or reduction. (B) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank, in its reasonable discretion, to be material, then from time to time, within 15 Domestic Business Days after demand by such Bank, the Borrowers shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such reduction. (C) Each Bank will promptly notify the Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (D) The provisions of this Section 8.3 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon demand by such Bank and delivery to such Borrower of then the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction, within 15 days after demand by such Bank (with a copy to the Agent), provided that if any such additional amount or amounts are claimed with regard to a Euro-Dollar Loan, in no event shall such payment be required to be made before the last day of the Interest Period applicable to such Euro-Dollar Loan. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction; provided that notwithstanding the foregoing, the Borrower shall have no obligation to compensate any Bank for: (i) any reduction resulting from compliance by such Bank with any change, request or directive specifically relating to such Bank's financial performance, and (ii) any amount or amounts that any Bank has requested with regard to a Base Rate Loan made after the date of such adoption, change or compliance. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date of this Agreement, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty duty, or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 57 of 85 Pages 58 under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date of this Agreement the adoption of any applicable law, rule or regulation regarding capital adequacy; or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to a capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date of this Agreement, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 11.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made, AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 58 of 85 Pages 59 subject to the terms and conditions of Section 14.04(e), based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new law, rule or regulationthe adoption of, or any change in, any Law, or in the interpretation or administration of any applicable lawinterpretation, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation application or administration thereof, or compliance by any Bank (or its Lending Office) with any request or CREDIT AGREEMENT 62 68 directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithother Governmental Authority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge of any kind whatsoever with respect to its Loans this Agreement or any Note or any LIBOR Loan made by it, or its Commitmentobligations in respect to any of the foregoing, or shall change the basis of taxation of payments to any such Bank (or its Lending Office) in respect to any amounts due to it in respect to any of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case foregoing (except for any tax on, or changes in the rate of tax on the overall net income income, gross receipts or capital of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is locatedany jurisdiction); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or other liabilities of or for the account of, advances, loans or other extensions of credit extended by, or other acquisition of funds by, any Bank (or its Lending Office), which is not otherwise included in the determination of the Adjusted London Interbank Offered Rate; or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans this Agreement, any Note, or any LIBOR Loan, or its Commitmentobligations in respect to any of the foregoing; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making making, converting into, continuing or maintaining any LIBOR Loan to any Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement by an amount deemed by such Bank or under its Notes with respect thereto, then subject to be material, then, upon SECTION 10.8 within 5 Business Days after written demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), made within 90 days after such event, Borrower shall shall, without limiting the effect of any other applicable provision hereof (but without duplication) pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost costs or reduction of amount receivable. (b) If the adoption of, or any change in, any Law regarding capital adequacy or risk-based capital guidelines or requirements, or in the interpretation, application or administration thereof or compliance by any Bank (or its Lending Office, or its or any of their Affiliates) with any request or directive regarding capital adequacy or risk-based capital guidelines or requirements (whether or not having the force of law) of any central bank or other Governmental Authority, does or shall, in the reasonable determination of such Bank, have the effect of reducing the rate of return on such Bank's (or its Lending Office, or its or their Affiliates) capital or assets as a consequence of its obligations hereunder, to a level below that which such Bank (or its Lending Office, or its or their Affiliates) could have achieved but for such adoption, change or compliance (taking into consideration such Bank's (or its Lending Office, or its or their Affiliates) policies with respect to capital adequacy or risk-based capital guidelines or requirements), then from time to time, within 5 Business Days after written demand by such Bank (with a copy to the Agent) made within 90 days after such event, subject to SECTION CREDIT AGREEMENT 63 69 10.8, Borrower shall, without limiting the effect of the foregoing provisions of this SECTION 9.3 (but without duplication), pay to such Bank such additional amount or amounts as will compensate such Bank for the amount of such reduction. (c) Each Bank will promptly notify Borrower and the Agent of any event of which it has knowledge which will entitle such Bank to compensation pursuant to this SECTION 9.3. A certificate of any Bank claiming compensation under this SECTION 9.3 and setting forth the additional amount or amounts to be paid to it, as well as the manner in which such amount or amounts were calculated, hereunder shall be conclusive and binding on Borrower in the absence of manifest error. In determining such amount, such Bank may use, among others, any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) 7.3.1. If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: Authority either: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans the Revolving Loans, the Note or its Commitmentobligation to make Revolving Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its the Revolving Loans or any other amounts due under this Agreement in respect of the Revolving Loans or its Commitment, in each case obligation to make Revolving Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s 's principal executive office or Lending Office is located); or or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit insurance or similar requirement (including, without limitation, any such requirement requirements imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on the London Interbank Market any Bank (other similar condition affecting the Revolving Loans, the Note or its Lending Office) any other condition affecting its Loans or its Commitmentobligation to make Revolving Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerRevolving Loan, or to reduce the amount of any sum such received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within fifteen (15) days after demand by such the Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. 7.3.2. If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy), by an amount deemed by the Bank to be material, then from time to time, within fifteen (15) days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. 7.3.3. The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank, in any respect deemed material by the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. 7.3.4. The provisions of this Section 7.3 shall be applicable with respect to any Assignee or other Transferee (excluding any Participants), and any calculations required by such provisions shall be made based upon the circumstances of such Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If If, on or after the date hereof, any new law, rule or regulation, or any change Change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithLaw: (i) shall subject any Bank (or its Lending Officelending branch) to any tax, duty or other charge with respect to its Loans, its Notes, its Letter(s) of Credit or its obligation to make Loans or its Commitmentissue a Letter of Credit, or shall change the basis of taxation of payments to any Bank (or its Lending Officelending branch) of the principal of or interest on its Loans or Letter(s) of Credit, or any other amounts due under this Agreement or any other Loan Document in respect of its CommitmentLoans or Letter(s) of Credit or its obligation to make Loans, in each case or issue a Letter of Credit (except for any tax on, or changes in the rate of tax on the overall net income of such Bank (or its Lending Office lending branch) imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office lending branch 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, insurance assessment or similar but excluding with respect to any Loans any such requirement included in an applicable Eurodollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Officelending branch) or shall impose on any Bank (or its Lending Officelending branch) or on the interbank market any other condition affecting its Loans Loans, its Notes, its Letter(s) of Credit or its Commitmentobligation to make Loans, or to issue a Letter of Credit; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Officelending branch) of making or maintaining any Loan to any Borroweror issuing or maintaining a Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Officelending branch) from any Borrower under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery Bank, Borrowers shall be obligated to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If, after the date hereof, Bank shall have determined that any Change in Law has had the effect of reducing the rate of return on Banks or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Bank or such corporation could have achieved but for such Change in Law (taking into consideration Bank’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, within 15 days after demand by Bank, Borrowers shall pay to Bank such additional amount or amounts as will compensate Bank for such reduction. (c) A certificate of Bank claiming compensation under this Section 3.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining such amount, Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Loan or any other amounts due under this Agreement in respect of its Euro-Dollar Loan or its Commitment, in each case obligation to make a Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have

Increased Cost and Reduced Return. (a) If after the date hereof, the adoption of any new applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithagency: (i) shall subject any the Bank (or its Lending Office) to any taxTax, duty or other charge with respect to its Loans the Euro-Dollar Advances, the Note or its Commitmentobligation to make Euro-Dollar Advances, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Loans the Euro-Dollar Advances or any other amounts due under this Agreement in respect of its Euro-Dollar Advances or its Commitment, in each case obligation to make Euro-Dollar Advances (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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 depositbut excluding, insurance assessment or similar with respect to any Euro-Dollar Advance, any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank's Lending Office or shall impose on the Bank (or its Lending Office) or shall impose on any Bank (the United States market for certificates of deposit or its Lending Office) the London interbank market any other condition affecting its Loans the Euro-Dollar Advances, the Note or its Commitmentobligation to make Euro-Dollar Advances; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of or making or maintaining any Loan to any BorrowerEuro-Dollar Advance, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to it. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. If any such additional compensation is subsequently determined to be invalid or inapplicable, the Bank will promptly refund any amount erroneously billed to the Borrower. (b) If the Bank shall determine that any applicable law, rule, regulation or guideline, or the adoption after the date hereof of any other law, rule, regulation or guidelines regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital or the capital of any Person controlling the Bank as a consequence of the Bank's obligations hereunder to a level below that which the Bank or such controlling Person could have achieved but for such law, adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within ten days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. If any such additional compensation is subsequently determined to be invalid or inapplicable, the Bank will promptly refund any amount erroneously billed to the Borrower.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Fixed Rate Loans, its Notes or its Commitmentobligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the 53 principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its Commitment, in each case obligation to make Fixed Rate Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed on such Bank by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding (A) with respect to any Foreign Currency Loan any such requirement included in an applicable Adjusted IBOR Rate and (B) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans Fixed Rate Loans, its Notes or its Commitmentobligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change after the date hereof in any existing or future law, rule or regulation, or any change after the date hereof in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive made after the date hereof regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. Notice by any Bank hereunder will be deemed to have been delivered promptly if given within 90 days after such Bank shall have determined it is entitled to 54 compensation as a result of the occurrence of any such event. The Borrower shall not be liable for compensation pursuant to this Section 8.03 for which prompt notice has not been given. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Advances, its Notes or its Commitmentobligation to make a Euro-Dollar Advance, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Advances or any other amounts due under this Agreement in respect of its Euro-Dollar Advances or its Commitment, in each case obligation to make a Euro-Dollar Advance (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Advances, its Notes or its Commitmentobligation to make a Euro-Dollar Advance; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Advance, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Bank, in its reasonable discretion, to be material, then, upon within 15 Domestic Business Days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such Borrower the Borrowers shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank, in its reasonable discretion, to be material, then from time to time, within 15 Domestic Business Days after demand by such Bank, the Borrowers shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any new Committed Loan, Letter of Credit or any obligation to make Committed Loans or issue, extend or renew any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans or Money Market Loans, its Commitment; Note, its Letter of Credit or its obligation to make Euro-Dollar Loans or Money Market Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan to any Borroweror Money Market Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under any Loan Document with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. The Borrower's obligation under this Section 8.3(a) shall be limited to paying any costs which the Bank incurs after or within 45 days prior to receipt by the Borrower of the notice provided for under Section 8.3(c). (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. The Borrower's obligation under this Section 8.3(b) shall be limited to paying any costs which the Bank incurs after or within 90 days prior to receipt by the Borrower of the notice provided for under Section 8.3(c) unless such costs were incurred prior to such 90 day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such 90 day period and such Bank or, as the case may be, the Agent, has given notice to the Borrower of the effectiveness of such law within 90 days after the effective date thereof. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the calculation in reasonable detail of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, PROVIDED that the Borrower shall have the right, within 60 days of receipt of such certificate, to demonstrate that the amount set forth in such certificate is incorrect and request an adjustment of the amount to be, or therefore, paid. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loan, its Note or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Loan or any other amounts due under this Agreement in respect of its Euro-Dollar Loan or its Commitment, in each case obligation to make the Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the 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, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any the Bank (or its Lending Office) or on the London interbank market any other condition affecting the Euro-Dollar Loan, its Loans Note or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank’s capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the WCSR 3448952v3 need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any participant, assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such participant, assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date --------------------------------- hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Loan or any other amounts due under this Agreement in respect of its Euro-Dollar Loan or its Commitment, in each case obligation to make a Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loan, its Notes or its Commitmentobligation to make a Euro-Dollar Loan; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Bank, in its reasonable discretion, to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank, in its reasonable discretion, to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any new applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Yen Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.13), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Euro-Yen Lending Office) or shall impose on any Bank (or its Euro-Yen Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Loans, its Note or its Commitment; obligation to make Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Euro-Yen Lending Office) of making or maintaining any Loan to any BorrowerLoan, or to reduce the amount of any sum received or receivable by such Bank (or its Euro-Yen Lending Office) from any Borrower under this Agreement or under any Loan Document with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. The Borrower's obligation under this Section 8.3(a) shall be limited to paying any costs which the Bank incurs after or within 45 days prior to receipt by the Borrower of the notice provided for under Section 8.3(c). (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. The Borrower's obligation under this Section 8.3(b) shall be limited to paying any costs which the Bank incurs after or within 90 days prior to receipt by the Borrower of the notice provided for under Section 8.3(c) unless such costs were incurred prior to such 90 day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such 90 day period and such Bank or, as the case may be, the Agent, has given notice to the Borrower of the effectiveness of such law within 90 days after the effective date thereof. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Euro-Yen Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the calculation in reasonable detail of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that the Borrower shall have the right, within 60 days of receipt of such certificate, to demonstrate that the amount set forth in such certificate is incorrect and request an adjustment of the amount to be, or theretofore, paid. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any official request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to on its Euro-Dollar Loans or Money Market Loans, its CommitmentSyndicated Loan Notes (insofar as they evidence Euro-Dollar Loans) or Money Market Loan Notes, or its obligation to make Euro-Dollar Loans or Money Market Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or Money Market Loans or any other amounts due under this Agreement in respect of its Loans or its Commitment, in each case obligation to make Euro-Dollar Loans or Money Market Loans (except for any tax on, or changes in the rate of tax on the overall net income or gross receipts of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Reserve Requirement) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market or the London interbank market any other condition affecting its Euro-Dollar Loans or Money Market Loans, Notes, or its Commitmentobligation to make Euro-Dollar Loans or Money Market Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerLoan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed reasonably determined by such Bank to be material, then, upon then within15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that no such amount may be claimed by any Bank which is attributable to periods prior to the date which is sixty (60) days preceding the date on which the officer of the Bank having primary responsibility for asset liability management shall have obtained actual knowledge of such demand. At any time within ninety (90) days after payment by the Borrower of any material amount to any Bank pursuant to paragraph (a) or (b) of this Section, so long as no Event of Default shall be in existence, the Borrower may require by written notice to that Bank that (i) it assign its pro rata share of the Commitment to another Bank or to a bank or other financial institution selected by the Borrower and reasonably acceptable to the Agent as an assignee which is willing to accept such assignment or (ii) it surrender its Commitment and terminate its rights and obligations as a Bank hereunder, concurrently with a reduction by the Borrower of the Total Revolving Credit Commitment by an amount equal to the Commitment held by such surrendering Bank and payment to such Bank of all amounts owed to it hereunder. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the official interpretation or official administration thereof, or compliance by any Bank (or its Lending Office), or any Person controlling such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's or such controlling Person's capital as a consequence of its obligations hereunder to a level below that which such Bank or such controlling Person could have achieved but for such adoption, change or compliance (taking into consideration such Bank's or such controlling Person's policies with respect to capital adequacy) by an amount reasonably determined by such Bank or such controlling Person to be material, then from time to time, within 15 days after demand by such Bank or such controlling Person, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank or such controlling Person for such reduction; provided that no such amount may be claimed by any Bank which is attributable to periods prior to the date which is sixty (60) days preceding the date on which the officer of the Bank having primary responsibility for asset liability management shall have obtained actual knowledge of such demand. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which its officer having primary responsibility for asset liability management has knowledge, which occurs or is expected to occur after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise materially disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall constitute rebuttable presumptive evidence of the amounts to be paid in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall (i) be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full of the Loans and cancellation of the Notes.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding (A) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage and (B) with respect to any Foreign Currency Loan any such requirement included in the applicable Adjusted IBOR Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (ii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Fixed Rate Loans, its Notes or its Commitmentobligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 (i) shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee and (ii) shall constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

Increased Cost and Reduced Return. (a) If any new law, rule or regulationthe adoption of, or any change in, any Law, or in the interpretation or administration of any applicable lawinterpretation, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation application or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithother Governmental Authority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge of any kind whatsoever with respect to its Loans this Agreement or any Note or any LIBOR Loan made by it, or its Commitmentobligations in respect to any of the foregoing, or shall change the basis of taxation of payments to any such Bank (or its Lending Office) in respect to any amounts due to it in respect to any of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case foregoing (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is locatedany jurisdiction); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or other liabilities of or for the account of, advances, loans or other extensions of credit extended by, or other acquisition of funds by, any Bank (or its Lending Office), which is not otherwise included in the determination of the Adjusted London Interbank Offered Rate; or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans this Agreement, any Note, or any LIBOR Loan, or its Commitmentobligations in respect to any of the foregoing; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any LIBOR Loan to any Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement by an amount deemed by such Bank or under its Notes with respect thereto, then subject to be material, then, upon Section 10.8 within five days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such each Borrower shall shall, without limiting the effect of any other applicable provision hereof (but without duplication) pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost costs or reduction of amount receivable. (b) If the adoption of, or any change in, any Law regarding capital adequacy or risk-based capital guidelines or requirements, or in the interpretation, application or administration thereof or compliance by any Bank (or its Lending Office, or its or any of their Affiliates) with any request or directive regarding capital adequacy or risk-based capital guidelines or requirements (whether or not having the force of law) of any central bank or other Governmental Authority, does or shall, in the reasonable determination of such Bank, have the effect of reducing the rate of return on such Bank’s (or its Lending Office, or its or their Affiliates) capital or assets as a consequence of its obligations hereunder, to a level below that which such Bank (or its Lending Office, or its or their Affiliates) could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s (or its Lending Office, or its or their Affiliates) policies with respect to capital adequacy or risk-based capital guidelines or requirements), then from time to time, within five days after demand by such Bank (with a copy to the Agent), subject to Section 10.8, each Borrower shall, without limiting the effect of the foregoing provisions of this Section 9.3 (but without duplication), pay to such Bank such additional amount or amounts as will compensate such Bank for the amount of such reduction. (c) Each Bank will promptly notify each Borrower and the Agent of any event of which it has knowledge which will entitle such Bank to compensation pursuant to this Section 9.3. A certificate of any Bank claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it, as well as the manner in which such amount or amounts were calculated, hereunder shall be conclusive and binding on Borrowers in the absence of manifest error. In determining such amount, such Bank may use, among others, any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank shall notify the Borrower of any event occurring after the date of this Agreement entitling such Bank to compensation under this Section as promptly as practicable, but in any event within 45 days, after the officer of such Bank responsible for the business relationship of the Bank with the Borrower obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 45 days after such officer obtains actual knowledge of such an event, such Bank shall with respect to compensation payable pursuant to this Section in respect of any costs resulting from such event, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank or contrary to its general lending policies. Each Bank will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Bank for compensation under this Section, accompanied by a statement of an officer of such Bank certifying that such request for compensation is being made pursuant to a policy adopted by such Bank to seek such compensation generally from customers similar to the Borrower. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Advances, the Note or its Commitmentobligation to maintain Euro-Dollar Advances, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Advances or any other amounts due under this Agreement in respect of Euro-Dollar Advances or its Commitment, in each case obligation to make Euro-Dollar Advances (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Advance any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Advances, the Note or its Commitmentobligation to maintain Euro-Dollar Advances; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Advance, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reductionreduction which accrued within 90 days immediately prior to such notice. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction which accrued or occurred within 90 days immediately prior to such notice. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If In the event that after the date hereof the adoption of any new applicable law, rule or regulation, or any change therein or in the interpretation or application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Bank with any request or directive after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) does or shall subject such Bank to any additional tax of any kind whatsoever with respect to this Liquidity Agreement, any Loan Note or any Euro-Dollar Loan made by it, or change the basis or the applicable rate of taxation of payments to such Bank of principal, interest or any other amount payable hereunder (except for (A) the imposition of or change in any franchise taxes and any taxes on or measured by overall net income, gross receipts, general assets or capital, (B) the imposition of or change in any United States Tax described in Section 3.12(a) in respect of which the Trust is not obligated to pay an additional amount by reason of the proviso to Section 3.12(a) or (C) the imposition of or change in any tax imposed by any governmental or other taxing authority of or in any jurisdiction other than the United States); (ii) does or shall impose, modify or deem applicable any reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the rate of interest on Euro-Dollar Loans hereunder; or (iii) does or shall impose on such Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bank of making or maintaining Base Rate/Euro-Dollar Loans or Euro-Dollar Loans or to reduce any amount receivable hereunder or under any Loan, then, in any such case, the Trust shall pay such Bank any additional amounts necessary to compensate such Bank for such increased cost or reduced amount receivable which such Bank deems to be material as determined by such Bank with respect to its Euro-Dollar Loans. Amounts payable to such Bank pursuant to this Section 10.03(a) shall be paid (y) if such demand has been made on or before the last Business Day of the calendar month in which such amount arose, on the first Distribution Date occurring in the immediately succeeding calendar month and (z) if such demand is made after the last Business Day in the calendar month in which such amount arose, on the Distribution Date occurring in the next succeeding calendar month after the month in which the demand was made. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (agency, has or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change would have the basis effect of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in reducing the rate of tax return on the overall net income capital of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) any other condition affecting its Loans or its Commitment; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending OfficeParent) as a consequence of making or maintaining any Loan such Bank’s obligations hereunder to any Borrower, or to reduce the amount of any sum received or receivable by a level below that which such Bank (or its Lending OfficeParent) from any Borrower under this Agreement could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then, upon demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower Trust shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such increased cost reduction. Amounts payable to such Bank pursuant to this Section 10.03(b) shall be paid (y) if such demand has been made on or reductionbefore the last Business Day of the calendar month in which such amount arose, on the Distribution Date occurring in the immediately succeeding calendar month and (z) if such demand is made after the last Business Day in the calendar month in which such amount arose, on the Distribution Date occurring in the next succeeding calendar month after the month in which the demand was made. (c) Each Bank shall promptly notify the Trust and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 10.03. Before giving any notice to the Agent pursuant to this Section 10.03, such Bank shall take reasonable steps with the consent of the Trust (which consent shall not unreasonably be withheld), including without limitation designation of a different Applicable Lending Office (unless such designation will, in the judgment of the Bank, be otherwise disadvantageous to such Bank), if such reasonable steps would avoid the need for or reduce the amount of any payment that would otherwise be due under this Section 10.03. A certificate of any Bank claiming compensation under this Section 10.03 and setting forth in reasonable detail its computation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing subsections (a) and (b) of this Section 10.03, the Trust shall only be obligated to compensate any Bank for any amount arising or accruing both: (i) during (A) any time or period commencing (x) in the case of subsection (a), not earlier than the first day of any Interest Period in effect on the date which, and (y) in the case of subsection (b), not earlier than the date on which, such Bank notifies the Agent and the Trust that it proposes to demand such compensation and identifies to the Agent and the Trust the statute, regulation or other basis upon which the claimed compensation is or will be based, and (B) any time or period during which, because of the retroactive application of such statute, regulation or other basis, such Bank did not know that such amount would arise or accrue; and (ii) within six months prior to any demand therefor, accompanied by a certificate of such Bank claiming compensation and setting forth in reasonable detail its computation of the additional amount or amounts to be paid to it hereunder. The provisions of this Section 10.03 shall survive the termination of this Liquidity Agreement and payment of the outstanding amounts due under the Loans (and any related Loan Notes).

Increased Cost and Reduced Return. (a) If after the date hereof, the adoption of any new applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithagency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank’s 's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement System against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (the United States market for certificates of deposit or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan to or making any BorrowerConversion (other than changing Euro-Dollar Loans into Base Rate Loans), or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that the Company shall not be obligated to compensate any Bank for any such reduction attributable to a period (i) more than 90 days prior to the giving of notice by such Bank to the Company of its intention to seek compensation under this subsection (a) or (ii) more than six months prior to the making of demand by such Bank for payment thereof in accordance herewith. (b) If any Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction; provided that the Company shall not be obligated to compensate any Bank for any such reduction attributable to a period (i) more than 90 days prior to the giving of notice by such Bank to the Company of its intention to seek compensation under this subsection (b) or (ii) more than six months prior to the making of demand by such Bank for payment thereof in accordance therewith. (c) Each Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro- Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro- Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro- Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro- Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office or a corporation controlling such Bank) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Bank or such corporation to be material, then from time to time, within 15 days after demand by such Bank or such corporation, the Borrower shall pay to such Bank or such corporation such additional amount or amounts as will compensate such Bank or such corporation for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or WCSR 2018712 (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any official request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to on its Euro-Dollar Loans, Offshore Loans or Money Market Loans, its CommitmentSyndicated Loan Notes (insofar as they evidence Euro_Dollar Loans or Offshore Loans) or Money Market Loan Notes, or its obligation to make Euro_Dollar Loans, Offshore Loans or Money Market Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro_Dollar Loans, Offshore Loans or Money Market Loans or any other amounts due under this Agreement in respect of its Loans or its Commitmentobligation to make Euro_Dollar Loans, in each case Offshore Loans or Money Market Loans (except for any tax on, or changes in the rate of tax on the overall net income or gross receipts of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment but excluding with respect to any Euro_Dollar Loan or similar Offshore Loan any such requirement included in an applicable Reserve Requirement) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market or the London interbank market any other condition affecting its Euro-Dollar Loans, Offshore Loans or Money Market Loans, Notes, or its Commitmentobligation to make Euro_Dollar Loans, Offshore Loans or Money Market Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerLoan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed reasonably determined by such Bank to be material, then, upon then 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that no such amount may be claimed by any Bank which is attributable to periods prior to the date which is sixty (60) days preceding the date on which the officer of the Bank having primary responsibility for asset liability management shall have obtained actual knowledge of such demand. At any time within ninety (90) days after payment by the Borrower of any material amount to any Bank pursuant to paragraph (a) or (b) of this Section, so long as no Event of Default shall be in existence, the Borrower may require by written notice to that Bank that (i) it assign its pro rata share of the Commitment to another Bank or to a bank or other financial institution selected by the Borrower and reasonably acceptable to the Agent as an assignee which is willing to accept such assignment or (ii) it surrender its Commitment and terminate its rights and obligations as a Bank hereunder, concurrently with a reduction by the Borrower of the Total Revolving Credit Commitment by an amount equal to the Commitment held by such surrendering Bank. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the official interpretation or official administration thereof, or compliance by any Bank (or its Lending Office), or any Person controlling such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Banks or such controlling Person's capital as a consequence of its obligations hereunder to a level below that which such Bank or such controlling Person could have achieved but for such adoption, change or compliance (taking into consideration such Bank's or such controlling Person's policies with respect to capital adequacy) by an amount reasonably determined by such Bank or such controlling Person to be material, then from time to time, within 15 days after demand by such Bank or such controlling Person, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank or such controlling Person for such reduction; provided that no such amount may be claimed by any Bank which is attributable to periods prior to the date which is sixty (60) days preceding the date on which the officer of the Bank having primary responsibility for asset liability management shall have obtained actual knowledge of such demand. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which its officer having primary responsibility for asset liability management has knowledge, which occurs or is expected to occur after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise materially disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall constitute rebuttable presumptive evidence of the amounts to be paid in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall (i) be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, either of the Notes or its Commitmentthe Bank's obligation to make or maintain Euro-Dollar Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Euro- Dollar Loans or any other amounts due under this Agreement in respect of its Euro- Dollar Loans or its Commitment, in each case obligation to make or maintain Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, either of the Notes, or its Commitmentthe Bank's obligation to make or maintain Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Notes with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower Borrowers shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations under this Agreement with respect to any Loan to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrowers shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section shall be applicable with respect to any Participant in, or Assignee or other Transferee of, the obligations of the Borrowers hereunder to the Bank, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loan, its Note or its Commitmentobligation to make a Euro-Dollar Loan, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Loans Euro-Dollar Loan or any other amounts due under this Agreement in respect of its Euro-Dollar Loan or its Commitment, in each case obligation to make the Euro-Dollar Loan (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the 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, insurance assessment or similar but excluding with respect to the Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any the Bank (or its Lending Office) or on the London interbank market any other condition affecting the Euro-Dollar Loan, its Loans Note or its Commitmentobligation to make Euro-Dollar Loan; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank’s capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any participant, assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such participant, assignee or other Transferee.

Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote, in the case of any new Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any taxagency, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard (but excluding with respect to any Euro-Dollar Loan any such requirement to the extent reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting such Bank’s Euro-Dollar Loans, its Loans Note, or its Commitment; obligation to make Euro-Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under its Note with respect to such Euro-Dollar Loans, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (b) If any Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date 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 Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which 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) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such increased cost reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reductionreduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) If at any time, any Bank shall be owed amounts pursuant to this Section 8.3, the Borrower shall have the right, upon five (5) Domestic Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and all amounts due such Bank hereunder (including, without limitation, interest, Facility Fees and all amounts payable pursuant to Section 2.13 and this Section 8.3), and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest thereon, Facility Fees and all other amounts due such Bank hereunder (including, without limitation, amounts payable pursuant to Section 2.13 and this Section 8.3), upon which event, such Bank’s Commitment shall be deemed to be cancelled pursuant to Section 2.11(e). Any Bank subject to this Section 8.3(d) shall retain the benefits of Sections 2.16(f), 2.16(g), 8.3, 8.4 and 9.3 for the period prior to such purchase or cancellation.

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any new applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding any such requirement included in Statutory Reserves), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Euro-Dollar Lending Office) or shall impose on any Bank (or its Euro-Dollar Lending Office) or on the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitment; obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Euro-Dollar Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Euro-Dollar Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Senior Administrative Agent), such the Borrower shall pay to such Bank (on an 101 after-tax basis) such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Senior Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) (on an after-tax basis) for such reduction. (c) Each Bank will promptly notify the Borrower and the Senior Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Euro-Dollar Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of clearly demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding (A) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage and (C) with respect to any Foreign Currency Loan any such requirement included in the applicable Adjusted IBOR Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (ii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Fixed Rate Loans, its Notes or its Commitmentobligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower the relevant Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the relevant Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the relevant Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 (i) shall be applicable with respect to any Assignee, and any calculations required by such provisions shall be made based upon the circumstances of such Assignee and (ii) shall constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro- Dollar Loans, its Notes or its Commitmentobligation to make Euro- Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office)); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that such Bank has furnished the Borrower (with a copy to the Agent) written notice of such Change of Law or such request or directive of an Authority within 90 days after the Bank obtains knowledge of such Change of Law, request or directive. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction; provided that such Bank has furnished the Borrower (with a copy to the Agent) written notice of such additional amount or amounts within 90 days after the Bank obtains knowledge of such reduction on the rate of return on such Bank's capital. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any new Term Loan or any obligation to make Term Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Term Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Term Loans, its Notes or its Commitment; obligation to make Euro-Dollar Term Loans (other than Excluded Taxes or Taxes indemnified under Section 8.05) and the result of any of the foregoing is to increase the cost or expense to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Loan to any BorrowerEuro-Dollar Term Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under other Credit Document with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such Borrower the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the 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 such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, such Bank’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes, the Letters of Credit or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes, the Letters of Credit or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, permitting the issuance and maintenance of Letters of Credit or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 9.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the --------------------------------- date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Loans or its Commitment; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of Bank, the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise materially disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any Participant, Assignee or other Transferee (unless the date of any such assignment or transfer, a condition listed under Section 7.02 or 7.03 existed with respect to any such Participant, Assignee or other Transferee), and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement which is compensated by the payment of additional interest pursuant to the last paragraph of this Section 8.03(a), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (ii) or shall impose on any Bank (or its Lending Office) or the London interbank market any other condition affecting its Loans Fixed Rate Loans, its Syndicated Loan Notes or its CommitmentMoney Market Loan Notes or its obligation to make Fixed Rate Loans; 56 62 and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerSyndicated Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Syndicated Loan Notes or Money Market Loan Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction, but in no event shall the Borrower be liable for amounts incurred more than 90 days prior to receipt of such demand. In addition, if at any time a Euro-Dollar Reserve Percentage greater than 0% is imposed on any Bank, the Borrower shall pay to such Bank additional interest on the unpaid principal amount of the Euro-Dollar Loans of such Bank until such principal amount is paid in full at an interest rate per annum equal at all times to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable London Interbank Offered Rate for such Euro-Dollar Loan for such Interest Period by (ii) 1.00 minus the Euro-Dollar Reserve Percentage, payable on each date on which interest is payable on such Euro-Dollar Loan. Such additional interest, if any, shall be determined by such Bank and notified to the Borrower through the Administrative Agent. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction, but in no event shall the Borrower be liable for amounts incurred more than 90 days prior to receipt of such demand. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing, in the event the Borrower is required to pay any Bank amounts pursuant to Section 2.12(c) or this Section 8.03 and the designation of a different Lending Office pursuant to Section 2.12(c) or Section 8.03(c) will not avoid the need for compensation to such Bank (an "Affected Bank"), the Borrower may give notice to such Affected Bank (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the Banks) to assume the Commitment of such Affected Bank and to purchase its outstanding Loans and Notes; provided, that if there is more than one Affected Bank which has requested substantially and proportionally equal compensation hereunder, the Borrower shall elect to seek an assignee to assume the Commitments of all such Affected Banks. Each Affected Bank agrees to sell its Commitment, Loans, Notes and interest in this Agreement in accordance with Section 9.08(c) to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes, plus all other fees and amounts (including, without limitation, any compensation due to such Affected Banks under Section 2.12(c) or this Section 8.03) due to such Affected Bank hereunder calculated, in each case, to the date such Loans, Notes and interest are purchased. Upon such sale or prepayment, each such Affected Bank shall have no further commitment or other obligation to the Borrower hereunder or under any Note. (e) The provisions of this Section 8.03 shall be applicable with respect to any Transferee, subject to Section 9.08(e) as to any Participant, and any calculations required by such provisions shall be made based upon the circumstances of such Transferee.

Increased Cost and Reduced Return. (a1) If after the date hereof, the adoption of, or any new change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank the Bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank the Bank or comparable agency in connection therewith: agency: (iA) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Eurodollar Loans or its Commitmentobligation to make Eurodollar Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Eurodollar Loans or any other amounts due under this Agreement in respect of its Eurodollar Loans or its Commitment, in each case obligation to make Eurodollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s 's principal executive office or Lending Office is located); or or (iiB) shall impose, modify or deem applicable any reserve reserve, special deposit, capital adequacy requirement or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special depositbut excluding, insurance assessment or similar with respect to any Eurodollar Loan, any such requirement included in an applicable Eurodollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank the Bank; or (or its Lending OfficeC) or shall impose on any the Bank (or its Lending Office) on the London interbank market any other condition affecting its Eurodollar Loans or its Commitmentobligation to make Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEurodollar Loan, or to reduce the any amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement by an amount deemed by such the Bank to be material, then, upon demand by such Bank and delivery to such Borrower of then the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such Bank the Bank, with respect to any new Eurodollar Loans (whether in the form of a new borrowing, conversion or renewal), such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (2) The Bank will promptly notify the Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to Subsection 5.1(d) and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under Subsection 5.1(d) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. The Bank shall use its best efforts to provide to the Borrower with the calculation of the Bank's determination of the amount demanded. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, the Note or its Commitmentobligation to maintain Euro-Dollar Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, the Note or its Commitmentobligation to maintain Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reductionreduction which accrued within 90 days immediately prior to such notice. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction which accrued or occurred within 90 days immediately prior to such notice. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 7.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, the Note or its Commitmentobligation to make or maintain Euro-Dollar Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make or maintain Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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, insurance assessment or similar but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Note or its Commitmentobligation to make or maintain Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Note with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations under this Agreement with respect to any Advance to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section shall be applicable with respect to any Participant in, or Assignee or other Transferee of, the obligations of the Borrower hereunder to the Bank, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any the Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, the Notes or its Commitmentobligation to make or maintain Euro-Dollar Loans, or shall change the basis of taxation of payments to any the Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make or maintain Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such the Bank or its Lending Office imposed by the jurisdiction in which such the Bank’s '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, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Lending Office); or (iii) shall impose on the Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make or maintain Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) from any Borrower under this Agreement or under the Notes with respect thereto, by an amount deemed by such the Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to Bank, the Operations Agent), such Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations under this Agreement with respect to any Advance to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section shall be applicable with respect to any Participant in, or Assignee or other Transferee of, the obligations of the Borrower hereunder to the Bank, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If on or after the Effective Date, the adoption of any new applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) or any Revolving Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office) Credit Party or shall impose on any Bank (Credit Party or its Lending Office) on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, or its obligation to make Euro-Dollar Loans or its Commitment; to issue Revolving Letters of Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) Credit Party of making or maintaining any Euro-Dollar Loan to or issuing any BorrowerRevolving Letter of Credit or participating therein, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Bank Credit Party to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof Credit Party (with a copy to the Operations Agent), such the Borrower shall pay to such Bank Credit Party such additional amount or amounts as will compensate such Bank Credit Party for such increased cost or reduction. (b) If any Credit Party shall have determined that, after the Effective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Credit Party (or its Parent) as a consequence of such Credit Party’s obligations hereunder to a level below that which such Credit Party (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Credit Party to be material, then from time to time, within 15 days after demand by such Credit Party (with a copy to the Agent), the Borrower shall pay to such Credit Party such additional amount or amounts as will compensate such Credit Party (or its Parent) for such reduction. (c) Each Credit Party will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the Effective Date, which will entitle such Credit Party to compensation pursuant to this Section 8.03(c) 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 Credit Party, be otherwise disadvantageous to such Credit Party. A certificate of any Credit Party claiming compensation under this Section 8.03(c) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank Party may use any reasonable averaging and attribution methods. (d) For purposes of this Section 8.03, (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law or rule or regulation, or any change in the interpretation or administration thereof, regardless of the date enacted, adopted or issued but only to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy or liquidity requirements similar to those described in clauses (a) and (b) of this Section 8.03 generally on other similarly situated borrowers of loans under comparable United States of America revolving credit facilities.

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any new Term Loan or any obligation to make Term Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro- Dollar Term Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Term Loans, its Notes or its Commitment; obligation to make Euro-Dollar Term Loans and the result of any of the foregoing is to increase the cost or expense to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Loan to any BorrowerEuro-Dollar Term Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from any Borrower under this Agreement or under other Credit Document with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Administrative Agent), such Borrower the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the 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 such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which 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) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and, in reasonable detail, such Bank’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Notwithstanding anything herein to the contrary, for purposes of this Section, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued. SECTION

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Fixed Rate Loans, its Notes or its Commitmentobligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its Commitment, in each case obligation to make Fixed Rate Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s '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, insurance assessment or similar but excluding (A) with respect to any Syndicated Foreign Currency Loan any such requirement included in an applicable Adjusted IBOR Rate and (B) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London or other relevant interbank market any other condition affecting its Loans Fixed Rate Loans, its Notes or its Commitmentobligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Parent and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee and shall constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by the Letter of Credit Issuer or any Bank Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located; or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, by the Letter of Credit Issuer or any Bank Lender (or its Lending Office); or (ii) shall impose on the Letter of Credit Issuer or any Lender (or its Lending Office) or shall impose on any Bank (or its Lending Office) the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or the Letters of Credit, the obligation of the Letter of Credit Issuer to issue any Letter of Credit or the obligation of any Lender to purchase a participation interest in any such Letter of Credit; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such Bank Lender (or its Lending Office) of making or maintaining any Loan to Letter of Credit or any BorrowerLoan, as applicable, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such Bank Lender (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by the Letter of Credit Issuer or such Bank Lender to be material, then, upon within 15 days after demand by the Letter of Credit Issuer or such Bank and delivery to such Borrower of the certificate required by clause (c) hereof Lender (with a copy to the Operations Administrative Agent), such the Borrower shall pay to the Letter of Credit Issuer or such Bank Lender such additional amount or amounts as will compensate such Bank Letter of Credit Issuer or Lender for such increased cost or reduction. (b) If any Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Lender (or its Lending Office or the bank holding company of which such Lender is a Subsidiary) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender's (or such bank holding company's) capital as a consequence of its obligations hereunder to a level below that which the Letter of Credit Issuer or such Lender (or such bank holding company) could have achieved but for such adoption, change or compliance (taking into consideration the Letter of Credit Issuer or such Lender's (or such bank holding company's) policies with respect to capital adequacy) by an amount deemed by the Letter of Credit Issuer or such Lender to be material, then from time to time, within 15 days after demand by the Letter of Credit Issuer or such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or such bank holding company) for such reduction. (c) The Letter of Credit Issuer or affected Lender, as applicable, will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Letter of Credit Issuer or such Lender to compensation pursuant to this Section and will (in the case of a Lender) 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 reasonably detailed certificate of the Letter of Credit Issuer or any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Letter of Credit Issuer or such Lender may use any reasonable averaging and attribution methods. (d) The provisions of this Section 10.03 shall be applicable with respect to any Participant or Assignee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant or Assignee.

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any new applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithagency: (i) shall subject any Bank (or its Euro-Dollar Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, its letters of credit or its obligation to issue or participate in any letters of credit, or shall change the basis of taxation of payments to any Bank (or its Euro-Dollar Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitmentobligation to make Euro-Dollar Loans or its letters of credit or its obligation to issue or participate in any letters of credit, in each case (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Euro-Dollar Lending Office imposed by the jurisdiction in which such Bank’s 's principal executive office or Euro-Dollar Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar System but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Euro-Dollar Lending Office) or shall impose on any Bank (or its Euro-Dollar Lending Office) or the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Euro-Dollar Lending Office) of making or maintaining any Loan to any Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement by an amount deemed by such Bank to be material, then, upon demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.Euro-Dollar Loans or

Increased Cost and Reduced Return. (a) If any new lawafter the date hereof, rule or regulation, or any change in the interpretation or administration a Change of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewithAuthority: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its Commitment, in each case obligation to make Euro-Dollar Loans (except for any tax on, or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (iii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Loans Euro-Dollar Loans, its Notes or its Commitmentobligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan to any BorrowerEuro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If If, after the date hereof, the adoption of any new applicable law, rule rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency in connection therewithagency: (i) shall subject any Bank (or its Lending Office) to any tax, duty duty, or other charge with respect to its Loans or its Commitmentany Eurodollar Loan, the Note, or shall Bank's obligation to make Eurodollar Loans, or change the basis of taxation of payments any amounts payable to any Bank (or its Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, the Note in each case except for respect of any tax on, or changes in the rate of tax Eurodollar Loan (other than taxes imposed on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank’s Bank has its principal executive office or Lending Office is located; orits applicable lending office); (ii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the Eurocurrency Reserve Requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended byBank, any including the commitment of Bank hereunder; or (or its Lending Officeiii) or shall impose on any Bank (or its Lending Office) on the London interbank market any other condition affecting its Loans this Agreement or its Commitmentthe Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making making, converting into, continuing, or maintaining any Eurodollar Loan to any Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) from any Borrower under this Agreement by an amount deemed by such Bank or the Note with respect to be materialany Eurodollar Loan, then, upon demand by such Bank and delivery to such Borrower of the certificate required by clause (c) hereof (with a copy to the Operations Agent), such then Borrower shall pay to Bank on demand such amount or amounts as will compensate Bank for such increased cost or reduction. If Bank requests compensation by Borrower under this Section 4.1, Borrower may, by notice to Bank, suspend the obligation of Bank to make or continue Eurodollar Loans or to convert Prime Rate Loans into Eurodollar Loans until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the right of Bank to receive the compensation so requested. (b) If, after the date hereof, Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Bank or any corporation controlling Bank as a consequence of Bank's obligations hereunder to a level below that which Bank or corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand the Borrower shall pay to Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (c) Bank shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle Bank to compensation pursuant to this Section and will designate a different applicable lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Bank, be otherwise disadvantageous to it. Bank shall furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Bank may use any reasonable averaging and attribution methods. (d) The obligations of Borrower under this Section 4.1 shall survive termination of this Agreement and payment in full of the Note for a period of two (2) years thereafter.